Lover's Walk (New title pending!)
by Medieval-Mystique
Summary: Determined to make Drusilla fall in love with him again Spike sets out and kidnaps Willow to force her into casting the spell that will win back Dru's unbeating heart. But the temptation of an innocent witch proves too endearing for Spike, and Willow finds herself becoming more of a pawn than a meal for the jealous ridden vampire.
1. Chapter 1

**Chapter One**

"Get in the car," the small red head timidly obeyed the slurred drunken order and moved to open the back door of the car. "The _front_." She looked over her shoulder nervously, she wanted to protest but the look on the demon's face made her quickly close her mouth. Slipping in to the front seat of the car she craned her neck and watched as the blonde-haired vampire practically tossed her friend Xander onto the back seat of the car. _If he dies it will be my fault_. She blinked back tears and took a deep breath. Willow Rosenburg may be terrified, but she would be damned if she broke down into a sobbing heap in this wreck of a car! As Spike turned the key into the ignition and pulled out of the school cark park Willow felt her finger nails dig deep into the leather upholstering of the car, he was clearly not in a fit state to drive. _No doubt this death would be quicker than the one he has planned_. She was in no doubt that she wouldn't see the sunrise tomorrow, and if she did live to see it she was equally sure she would be begging for death. She turned to look back at Xander once more. He was so still, so silent, was he even breathing?

"Please, we have to take him to the hospital." She begged Spike, the vampire turned to look at her giving her a cold hard stare. He ignored Willow's hints as her eyes flicked to the road and he used his hearing to judge whether they were heading into the path of oncoming traffic.

"If he dies, he dies. He is mortal after all, love." The vampire slurred finally turning to look back at the road. He reached down between Willow's legs and she felt her muscles tense as his hand brushed her jeans. With a grunt of triumph Spike pulled up a bottle of whiskey from beside her right foot and unscrewed the lid with his mouth. The bottle was half empty, within seconds there was barely a drop left. Every minute or so Willow cast a nervous look back at Xander, he had rolled off the seat and was lying face down on the car floor, she could see blood pooling beneath him. "For chrissake stop lookin' at him!" Spike snapped, "lover boy will be fine, although the smell..." Willow watched in horror as his face transformed, his forehead crinkled together and his eyes turned a hideous yellow shade. But the scariest feature were the two fangs where his incisors should have been.

"He is not my 'lover boy'." She snapped trying to force her fear down, she cried out as Spike grabbed her chin and gripped it tightly between his finger and thumb. He was so strong she was afraid her chin would shatter in his vice like grip.

"I would watch my tone if I were you," he hissed not paying attention and almost sending the car careening into an eighteen-wheeler. With snake like reflexes Spike twitched the wheel and propelled the car back into the correct lane, Willow squeezed her eyes tightly shut wishing she was unconscious like Xander. She kept her eyes closed for the remainder of the journey. As the car lurched to a stop she had barely unbuckled her seatbelt before Spike yanked her from the car and pushed her towards a dilapidated building. "Run and I kill him." Willow nodded, running hadn't even crossed her mind she had seen how fast Spike could move and she knew she didn't stand a chance of outrunning him. Even in this drunken state. She bit back a plea as he hoisted Xander from the car, knocking the teenager's head against the car hood door as he slammed it shut. _Please be alright Xander_, she silently pleaded. Why had she dragged him to the school so early? If she'd been honest about what she was doing he wouldn't have been there, she could have given it to him another time...if she hadn't told him to get there before Cordelia and Oz...

Spike walked behind her so that she had nowhere to go except forwards, he directed her to a dank room with a large bed in it. He dropped Xander onto the bed and began rummaging around boxes, he was so intent in his search that he seemed to have forgotten Willow. She quickly moved to Xander's side, moving him so that he was lying on the bed. The cut on his head wasn't as bad as she had first suspected and she felt her stomach unknot ever so slightly. Perhaps he would be okay. Dizziness washed over her and she sat down on the bed beside Xander's feet. She clasped her hands nervously in her lap and willed herself not to cry.

"Spell," Spike said throwing boxes across the room. "You are going to do a spell for me."

"W – What kind of spell?" She couldn't bring herself to look at Spike, she could sense him moving away from the boxes and pacing towards her. The air was growing thick and she was frightened she would suffocate.

"A _love_ spell, are you brain dead?" Spike snapped at her and she winced feeling her body tense. Luckily he was moving away from her, to a pile of boxes opposite the bed. "I'm going to get what's mine. What's mine...teach her to walk out on me..." The sound of a bottle being opened made Willow's ears twitch and she turned to look at him slugging back yet more whiskey. She couldn't tear her eyes away from him, was he serious? He wanted her to do a love spell? "What are you staring at?"

"Nothin'." She answered quickly and turned her head forwards.

"You can do it right? You can make Dru love me again? Make her crawl?"

"I – I can try..." Willow answered weakly, truthfully she wanted to say no. She didn't have powers that could manipulate demons! Giving Angel his soul back had been traumatic enough, she wanted no part in magic and vampires. Spike however found her answer completely unsatisfactory. His hand reached out and his fingers twisted themselves into her long red hair, she cried out as he twisted her head back painfully.

"What do you mean _try_? You'll _do_ it!"

"_Yes_ I'll do it!" Willow gasped tears burning her eyes, her heart was pounding and she could feel her hair beginning to tear from her scalp. Spike released her and slammed the whiskey bottle into the bed, Willow turned her face away trying to regain her composure. She barely had a chance to breathe a sigh of relief before he twisted his hand back into her hair once more and arched her back. She caught the broken bottle neck out of the corner of her gaze as he forced her head back so she could see his face.

"You lie to me," he said holding the bottle close to her face menacingly, "and I'll shove this through your face? You want that?"

"No," Willow whispered shaking her head but Spike hadn't heard her and continued to threaten.

"Right through to your _brain_."

"No, please no." Willow begged him, she was ashamed at herself for pleading with him. For being unable to hide the fear in her eyes. Had Buffy been in this position she would have twisted his arm and kicked the bottle from her hand, or at the very least given him a witty retort. But Willow was too terrified for wits, for both herself and Xander. As Spike released her once more she inched away and tucked her hair behind her ears, her breath came out in rapid gasps and she forced herself to try and not hyperventilate. When she turned back to look at Spike the anger was gone, instead his face was twisted with grief.

"She wouldn't even kill me," he said softly. Dropping the bottle he moved to Willow's left and slumped down beside her. "She just left...she didn't even care enough to cut off my head or set me on fire, I mean...is that too much to ask?" He asked her through a sniff, Willow had no idea what the correct answer to this question was, tears trickled down her cheeks but she was too frightened to move and wipe them away. "You know...some little sign that she cared." He sighed and sat in silence for a few moments. "It was our truce with Buffy that did it, Dru said I'd gone soft...wasn't _demon_ enough for the likes of her. And I told her it didn't mean anything I was thinking of her the whole time, but she didn't care." He was talking to her now as if she were a friend, someone who cared for his wellbeing. Rubbing her nose Willow opted to remain silent, perhaps Spike would simply spill his feelings and let her go. _Don't be an idiot Willow...he'll talk...he might forget you're here, but he'll remember when he's finished talking...and then..._ He wanted her to do a spell. He _needed_ her. "So we got to Brazil and she was...she was just different," he turned to look at Willow and for a split second she found herself making eye contact with him. Quickly she looked down at her hands which were nervously clenched, Spike's leg was so close to hers she was afraid it would brush against hers. "I gave her _everything_, beautiful jewels with beautiful dresses with beautiful girls in them...but nothing made her happy." Willow's stomach twisted sickeningly at this thought. _Those poor girls..._ "I caught her on a park bench making out with a _chaos_ demon," Spike scoffed in disgust, "have you _ever_ seen a chaos demon? They're all slime and antlers, they're _disgusting_," he seethed.

He fell silent and Willow closed her eyes willing for this all to be a horrible nightmare, but as Spike's hand tenderly brushed against her head, his thumb stroking her ear, she was snapped back to reality with a squeak. "She only did it to hurt me," he whispered his hand dropping from her head, "so I said I am not putting up with this anymore and she said fine," Willow felt as if she was in a conversation with Cordelia now. "She said we could still be friends," all of a sudden Spike's head was resting on her shoulder and he was crying into her pink fuzzy jumper. Willow tensed, her whole body held still and she didn't even breathe, "God I'm so unhappy!"

"There, there," nervously she forced herself to pat Spike's knee, perhaps if she tried to offer him some solace he would decide against the spell? Perhaps she could convince him to fight for Drusilla? To return to Brazil and win her back. She cared nothing for Spike's feelings, both he and Drusilla terrified her. But at least if they were in Brazil she and her friends would be safer.

"I mean _friends_! How could she be so cruel?" He sobbed into her shoulder, he sniffed and turned his face towards her. The tip of his nose brushing her jumper, trailing up her shoulder and her hair. "That smell...your neck..." Willow's heart began to race as he brushed his lips against the side of her neck. "I haven't had a woman in weeks," she turned to stare at him in horror and found him with his predator face on.

"Whoa! No!" She jumped up quickly from the bed looking at him in horror. "Hold it –"

"Well...unless you count that shopkeeper." He stood up as if he'd not heard her protests and advanced on her.

"Now – now hold on! I'll do your spell for you and get you Drusilla back," Willow tried to reason with him quickly before he decided the spell wasn't as important as dinner...or something much worse. "But there will be no bottle in face or – or _having_ of any kind with me...alright?" Spike gripped her neck pulling her forward and a cry of fright escaped her, for a split second she thought she was safe as Spike's hand against the back of her neck relaxed. She glanced at him from under her lashes and saw that his face had relaxed back into his handsome human features.

"No." Willow looked at him in horror, "sorry love. Man's gotta eat." Willow screamed as his fangs buried themselves into her neck, she clawed at his shirt trying to push him away but he only bit down harder sending her plunging into waves of darkness.


	2. Chapter 2

**Chapter Two**

"If she's dead I-"

"She's not dead you moron."

"Or undead –"

"She's not a vampire, yet." Willow felt cold hands beneath her shoulders and her head lolled back slightly, "see? She's breathing _and_ she has a pulse. For now." Willow tried to move, to shake her head or to make some sort of protest, but her body felt as if it was made of stone and all she could do was lie there.

"I'll kill you!"

"I wouldn't make threats if I were you, you couldn't protect your little redhead in the classroom after all." The hands gently lowered her back down and Willow felt strong fingers wind themselves in her hair. Desperately she tried to remember what had happened; where was she? Who was she with? And why did her neck hurt so much?

"Buffy will find us. She'll kill you."

"I don't intend on hanging around long enough for Buffy to find me. I've got a trip to Brazil," the cold voice was slightly slurred and Willow suddenly remembered what had happened. Spike wanted her to do a spell, but in the end he'd bitten her. So why was she still alive? "And when she finds you...I doubt she'll even recognise you." The voice thickened and Willow knew Spike's handsome face had transformed into his demonic one.

"Don't," she whispered weakly, her mouth felt dry and full of stones. She tried to sit up but her stomach rolled in protest and waves of dizziness washed over her. Spike placed a hand on her shoulder firmly pinning her down. When she managed to force her eyes open she found Spike staring down at her, his face was still transformed into the hideous demon but his golden eyes stared at her curiously. Fighting back a scream Willow forced herself to timidly look him in the eyes. "Please just let us go, we won't tell Buffy you're here."

"Sorry love, but I have plans for you." Willow's eyes flicked over to Xander who was sitting with his back against one of the bed posts, his arms behind his back. He was glaring at Spike with loathing and fury.

"I'll do the spell," she whispered thickly, "I said I would b – but..."

"You wanted to do the spell on your terms." Spike's face relaxed and he trailed his fingers along her jawline and down to her throat where he left them resting lightly against her jugular. Their eyes locked and Willow felt terror rise up in her as she noted the look of lust in his eyes. Carefully Spike lifted her up and rested her chin on his shoulder; she could see Xander behind him watching them closely. Spike pushed back her hair from her ear and kissed it tenderly. "It's been _centuries_ since I tasted the blood of an innocent," he whispered and Willow felt her cheeks burn with humiliation at his hidden meaning. "You and I are going to travel to Brazil together; you'll help me win Dru back. And if not...well at least I'll have a new companion." Tears cascaded down Willow's cheeks and she shook her head.

"No," she looked at Xander who returned her look of desperation with one of confusion. "Please no, you'll really ruin my life just to get back at Drusilla?"

"I'm evil love, it's what I do." Spike pulled away from her ear and smirked at her.

"Please," Willow shook her head trying to stop the flow of tears. "I don't want to die, please...let me try the spell but please...not that." Spike released her and paced around the room eyeing the two teenagers hungrily, Willow pulled her knees to her chest and hugged herself tightly. Xander was still looking confused and he alternated between glancing at Willow and their captor.

"Trust me love, when it's done you'll thank me. You'll be powerful; your little abilities will grow tenfold." Suddenly he pounced on her gripping her wrists tightly as she futilely struggled to free herself from his grip. "You'll be _strong_." He laughed cruelly at her attempts to push him away.

"No!" Xander finally clicked on to what Spike was saying and he struggled against the bedpost but his hands were firmly tied with cord. Spike ignored him focusing his attention fully on Willow; he cupped the back of her head holding her in place as his mouth lowered onto hers. She could hear Xander's furious cries from behind Spike and she forced her eyes tightly shut to avoid the look of disgust on his face. Spike's right hand encased both of her slender ones preventing her from pushing him away, the hand at the back of her head relaxed slightly and gripped her in a more tender motion. Willow tried to remain unresponsive, but as Spike's tongue gently probed itself inside her mouth she felt herself automatically respond. She had only ever kissed Xander and Oz, she felt embarrassed and inexperienced as Spike's tongue sought out her own. She could feel her cheeks warm up, what was she supposed to do? Satisfied that he had her under his spell Spike gently released her hands and lowered Willow so she was lying back down on the bed, his lips never left hers as he straddled her and clasped her hands above her head. All the time Willow kept her eyes firmly shut, not wanting to see the look of lust and power in Spike's own dark eyes.

"Leave her alone!" Xander cried out hoarsely, only once she felt Spike's weight lift off her completely did Willow dare to open her eyes. He was looking down at her hungrily and she carefully sat up and hugged her knees to her chest once more. Tears shone in her eyes and she looked down at the grubby mattress unable to look at either Spike or Xander.

"At least let Xander go...you didn't want him in the first place, it's my fault he's here." She whispered, she could feel Spike's eyes burning into her and when she glanced up he nodded.

"The sun will be setting soon, as soon as it's down we leave." He slipped from the room leaving the two friends sitting in silence.

"I'm not leaving you with him Willow," Xander said darkly as she slid across the bed and inspected the cords that held his hands together.

"You have too," she pleaded with him, "how can I escape if you're with us? He'll use me to keep me in line." She didn't really believe she had a chance of escaping, but she had to try and convince herself she did. "Xander...he's going to make me a vampire," her hands trembled and tears flooded her eyes once more. "You _have_ to warn Buffy! She can stop him..." Futilely she tugged at the cord trying to loosen it but Spike had used his vampire strength to knot it impossibly tight. She looked around for something to cut the bonds with and found shards from the glass bottle he'd threatened her with earlier. She hacked at the cord ignoring the glass biting into the palm of her hand and drawing blood. As soon as Xander's hands were free he wrapped his arms around Willow tightly, she returned the hug not noticing the blood from her hands smearing the back of his shirt. "Please don't let him make me a vampire." She whispered into his shoulder, "I can't become that...I don't want Buffy to have to drive a stake through my heart..." She burst into sobs and Xander stroked the back of her hair comfortingly.

"Come on," he pulled Willow to her feet and led her from the room. "Let's leave now, before he comes back." It was a useless escape but Willow didn't have the heart to point this out. Xander took her hand, a startled cry escaping him as he felt the slick blood between them. "Willow –"

"They'll be fine," she glanced down at her hands to see shards of glass glittering up at her. "We'll waste time if we look at them now." She winced as she clenched her fists, feeling the glass bite further into her palms. Xander wrapped an arm around her shoulders and propelled her forwards. The sky outside was rapidly darkening throwing shadows across the dank and already poorly lit corridors of the abandoned factory. "This way," she pointed to a corridor going left and the two teenagers broke into a run. They were so close to the battered doors that Willow held her palms out, expecting to feel the cool metal beneath her hands within seconds. Instead she was yanked back roughly by Xander as Spike appeared from nowhere blocking their path.

"I didn't think you would be this eager to leave love," he teased, "the suns not quite down yet." His nose lifted as he sniffed the air, like a cat sniffing for the source of food. Willow crossed her arms over her chest, firmly pressing her hands to her sides to try and stem the flow of blood which Spike was obviously smelling. Without a word to either of them he strode forwards, Xander tensed and moved into a defensive stance, but before he could react Spike whipped his right hand into the side of his neck sending the boy crumbling unconscious. Shrugging off his leather duster Spike ripped his red shirt off and tore it into strips.

"What are you doing?" Willow asked as he grabbed her arms and pulled her hands away from her sides.

"I took enough blood from you last time, anymore and you'll die." He answered stiffly as he wrapped the strips of shirt across her palms. "I ain' done with you yet love, not by a long while." When he looked up at her, his demon face was on and Willow cried out as he forced his mouth onto hers once more. His kiss this time was far from gentle, it was rough and painful, his fangs scraped along her tongue hard enough to draw pain but not enough to draw blood. Grabbing her by the scruff of her neck Spike forced her from the factory and back into the front seat of his car.

"What about Xander?" She asked fearing the worst for her friend.

"He'll come around in a few hours; I'm hardly going to drop him on the front step for your Slayer friend to find. By the time she finds out what happened to you we'll be far from this miserable state." Spike gripped her chin and smiled lustfully at her, "and you'll be mine."


	3. Chapter 3

**Chapter Three**

Although seemingly sober Spike still drove with his foot on the accelerator pedal pressed firmly against the floor of the car. "Spike _please_," Willow begged hoarsely, "slow down!" It was their second night on the road to Brazil, Sunnydale was a distant memory and Willow's body was exhausted from the lack of food and sleep. Shortly before sunrise that morning Spike had checked them into a dingy motel where he'd promptly locked the door and tied her to the bed. Willow, who'd been expecting the worst at that point, was relieved when Spike had simply fallen asleep with his head in her lap. But her arms pinioned above her head had been painfully uncomfortable for Willow, and every time she had been about to nod off her head would droop sending a searing pain through her shoulders. Mercifully Spike eased up on the accelerator a bit, although he was still breaking the speed limit by about thirty miles per hour. Willow looked down at her hands, she was sure there were still bits of glass embedded in her skin but she'd been unable to check since Spike had bandaged them up.

"I'll take a proper look at them when we stop next," Spike promised her but Willow shrugged. She was growing used to the sharp twinges now. "Being a vampire isn't as bad as you think," Spike reached over and squeezed her leg, "it really is quite fun." Willow pushed his hand away angrily; the fact that she knew he planned to kill her and that it was just the two of them gave her a new source of courage.

"Please, just let me do the spell. I'm sure it'll win you Drusilla back." She tried to argue but Spike shook his head.

"Drusilla thinks I've gone soft, that your slayer friend has changed me." He spat angrily and rummaged in his pocket for a cigarette; he took his hands off the wheel to light one and took a long drag from it. He flipped the packet open and held it out for her; Willow shook her head and wrinkled her nose in disgust at the smell. Shrugging Spike opened the dashboard and chucked them in. "Think how delighted she'll be when I bring you to her? The friend of the slayer...a witch. She'll have some fun with you love."

"Stop the car." Willow choked, when Spike ignored her she reached out to grab the wheel. "Stop the car!" She yelled, seeing the sheen of sweat on her face Spike pulled the car sharply onto some gravel. Willow had barely unbuckled her seatbelt before she fell from the car and landed on her hands and knees where she threw up in the gravel. Since she hadn't eaten in two days it was mostly bile and her throat burned painfully as she emptied her stomach. She heard Spike's heavy boots crunching on the gravel as he walked beside her and rubbed her shoulders. She accepted the offered hand and carefully stood up, her eyes searched Spike's calm face for some hint of emotion. "You're going to give me to Drusilla?" She said numbly pulling her hand free from his grip and taking an uneven step backwards.

"Not exactly 'give', I think we could have some fun together first." Blood roared in Willow's ears and she shook her head. "Think of what I'm offering you Willow," it was the first time he had used her name and her head snapped up to glare at him. "A good time with me, perhaps you won't enjoy Drusilla at first...but once we give you immortality..."

"No." She shook her head vehemently, "I won't let you." Before Spike could reply she turned and ran. She didn't care that she was dehydrated, starving and weak from blood loss, she told her feet to keep running. She headed in the opposite direction of the way they'd been driving, it didn't occur to her that Spike could simply get in the car and spin it around. The blood roaring in her eyes gradually grew louder, her lungs felt as if they had been doused in petrol and set alight, her legs were growing weak and screamed at her to stop running. She needed to stop to breathe, but she knew if she did Spike would catch her. _Keep running_, she told herself, _just keep running_. It didn't occur to her to find something wooden to use as a stake, Spike was too powerful for her to even contemplate staking. She'd dusted a few vampires since she'd grown close to Buffy, but none as strong or as old as Spike.

A cry of pain burst from her lips as she was thrown to the floor, gravel tore into her shirt scraping her stomach, arms cheek and neck. She rolled over trying to shield her eyes from the flying gravel, she bit her tongue and spat out a mouthful of blood. Spike straddled her hips and pinned her shoulders roughly to the ground. Too exhausted to argue Willow put up no fight as Spike scooped her up in his arms and slung her over his shoulder, his hand rested on her rear-end and he gave it a taunting squeeze. Ignoring the blood rushing to her head Willow squeezed her eyes tightly shut. She half expected Spike to throw her into the car, instead he was surprisingly gentle as he buckled her back into the front seat. With her eyes closed she could hear the sound of the boot opening and Spike rummaging through whatever it was he kept in the boot of the car.

"Here," his voice was soft and she heard the sound of a plastic seal being broken and a bottle unscrewed. Warm water touched her lips, at first Willow's head moved away from the revolting taste but her body yearned for the liquid. She allowed Spike to hold the bottle to her lips while she drank greedily from it. It was disgustingly warm and had been clearly buried in the boot of the car for some time, but it was the first drink Willow had, had since Spike had kidnapped her. She drank it all without complaint, blushing as Spike used the sleeve of his shirt to wipe her mouth and chin dry.

For a while they drove in silence, Spike relaxed on the accelerator and followed the speed limit for a short while. Willow rested her head against the window and closed her eyes, fear gripped her stomach but she was exhausted and she managed to drift off for a few moments at least. When she woke up the smell of tobacco hit her nostrils, Spike was taking a drag on a half-smoked cigarette. "Those things will kill you," she murmured half asleep forgetting who she was talking too.

"I'm already dead love," but he flicked the rest of the cigarette out the window and blew smoke from the car.

"Spike...please don't give me to Drusilla s – she's _crazy_." Spike remained silent and Willow rubbed her eyes trying to stem the threat of tears. She loathed herself for crying in front of him like this, why couldn't she be brave like Buffy?

"I haven't decided what to do with you yet love," Spike lit another cigarette and took a thoughtful drag on it. "Well...I have decided on some things," the look he threw her made her heart stop and she twisted her hands in her lap nervously.

"W – What do you mean?"

"I told you in the factory; it's been a long time since I had a woman."

"No," Willow shook her head blushing furiously. "Not that I – I can't!" How could she ever look any of her friends in the eye again if she slept with Spike? How could she look at Oz? _This is all theoretical since you'll probably be dead soon anyway._ A small voice in her head pointed out.

"You should be thanking me love, I know what you are." Willow's cheeks burned hotter and she unrolled the window to bring some air into the car.

"_Thanking_ you? You're going to _kill_ me!" Willow hissed at him watching the road rush past them in a blur. Ahead she could see a gloomy motel with a neon green VACANCY sign flickering. Spike pulled into the car park without indicating.

"Wait here," he ordered her, "and if you try to run I'll make you beg me for death." Willow unbuckled her belt and climbed from the car in rebellion. When Spike returned he opened the boot, retrieved something and slammed it shut. Taking Willow's hand he marched her down a dilapidated path and opened a door that was in desperate need of a new paint job. The room was small and dank, there was an unpleasant smell and Willow wrinkled her nose in disgust. It smelt as if someone had died in this room, and had been left there for a while. "Bed," Spike ordered and Willow looked at him frightened. Would he really force her to do the deed here? "Relax love," Spike wrapped an arm around her waist and nuzzled his nose against her neck. "I may be evil but I know how to treat a woman, I wouldn't dream of deflowering you here." Willow pushed him away and glared at him, sighing in frustration Spike pushed her onto the bed, the mattress was lumpy and there were suspicious stains all over the covers. Ignoring her cries Spike pinned her wrists above her head and wound a lengthy piece of cord tightly around them and in between the bars of the metal bed frame. "Don't go anywhere," he laughed over his shoulder and left her alone in the room as he went back out into the cool night air. Unsure of what else to do Willow took a deep breath and let out an ear piercing scream.

"Help me!" She screamed, "SOMEBODY PLEASE _HELP_ ME!" She wasn't sure if anyone else was even staying in the motel, or if someone would even come to her aide. The door burst open and Spike stormed in, he backhanded Willow across the face and a blinding white light blinded her vision.

"I was trying to be nice," he hissed gripping her hair and pulling her head backwards. Willow opened her mouth to speak, only to find something rough and unpleasant stuffed into her mouth, she tried to cough and spit it out but Spike quickly tied another length of cord between her lips cutting off her cries. Forced to breathe through her nose Willow struggled for air and could feel herself begin to panic. "If I have to turn you here and now I will," Spike threatened and she forced herself to try and calm down. Once he was satisfied she wasn't going to hyperventilate and lose consciousness Spike left her alone in the room once more. Willow sat in the flickering dingy light of the motel room, her wrists ached and she twisted them about desperately trying to loosen the bonds. She wished she had the strength to attempt a spell, but she was too weak to try let alone control it if she did manage something.

Spike returned just before dawn broke, he was carrying two shopping bags one of which held a tantalising aroma. Willow's head lifted ever so slightly and she sniffed the air hungrily. Spike set the bags down on the floor and closed the thick curtains to block out the sunlight; he flipped a _DO NOT DISTURB_ sign onto the outside of the door and locked it before finally turning his attentions to Willow. He pulled her head forward and untied to the cord which held the cloth in place.

"Are you going to shout?" He asked before he removed it, Willow shook her head wildly and took in a deep mouthful of fresh air as the cloth was taken from her mouth. He retrieved the bag with the tantalising aroma and pulled out a burger. He held it to her mouth and Willow shyly took a bite, she was starving and wanted to do nothing but devour the burger, but it was hard to do with her hands still tied behind her head. She blushed as Spike watched her intently, her blush deepened as he offered her his grease covered fingers and she sucked on them hungrily. She hadn't eaten for so long! She still felt ravenous! He took out a bottle of water and unscrewed the lid, this time the water was deliciously cold and fresh and once again she gulped at it greedily making a small mew in protest as he pulled the still half-full bottle from her lips. "Pace yourself," he scolded her gently before touching the neck of the bottle to her lips once more. Willow drank but forced herself to do so slowly. "Your appearance will draw attention to us," Spike stood up and walked into an adjourning room at the sound of running water he returned and emptied the second bag on the bed. It was full of clothes, not clothes that she would have picked out for herself but she was embarrassed to see they were in her size – even the underwear. Spike untied the cords from her hands and rubbed her chafing wrists gently.

"How long are you going to keep me like this?" Willow asked hoarsely hugging herself tightly.

"Until I decide I can trust you."

"I am not going to run away –"

"You have tried to escape twice already, and then you began screaming. Forgive me Willow but I do not believe in taking chances such as these. I want you."

"Then get it over with and kill me now," Willow hissed, "you cannot really think you'll get me to Brazil without it being discovered you've kidnapped me? How do you expect to get me out of the country without a passport?"

"I thought you were the smart one of your friends? Do you think something as small as a passport will thwart me? I have been travelling the world for centuries, how many passports do you think I have owned?"

"None." Willow said stonily and she stood up as Spike took her hand and led her towards the bathroom. He pulled at her jumper but Willow shook her head. "No." She hissed, "I will not undress in front of you – "

"Once I am your sire I hope you'll be more obedient." Spike gripped the collar of her jumper and tore the fuzzy material in half leaving her exposed in her bra. Willow blushed and tried to cover herself but Spike held her arms to her side. "Why are you so ashamed?"

"Why are you doing this to me? You told me you wanted a spell..."

"I changed my mind," Spike shrugged taking her arms and peeling the torn garment from her. "Dru has been having her fun, I think it only fair I have my own and show her I am not soft.

"And if she takes you back? What then?"

"I still have not completely decided what to do with you," Spike pulled her closer and slid his hands on to her hips. His fingers probed beneath the waist band of her jeans and he deftly undid the top button and unzipped them. Willow closed her eyes trying to hold back tears. She had never known humiliation like this in her life. "I have three choices; the first I bring you to Drusilla as a human." Spike's hands skimmed up her back where he unclipped her bra and sent it dropping to the floor. A guttural growl came from deep within his throat and Willow felt a tear escape from beneath her closed eyelids. "I will give you to her as a gift and prove to her just how 'soft' I am not. After that I will sire you, as a reward for your...troubles," Willow flinched as he brushed a hand to her cheek. "My second choice is to sire you before bringing you to Drusilla, the three of us will travel the world together...or perhaps Drusilla will still refuse me. But if she does at least I will have a new companion," when she opened her eyes she found Spike staring at her intently with his demonic face. His yellow eyes stared at her hungrily. "Or thirdly...I sire you and forget all about Dru," he knelt in front of her and pressed his face into her front. The top of his head skimmed her breasts and Willow tried to move away, but his hands clasped her firmly from behind. "I will admit the third option is becoming increasingly tempting," he pressed his lips just above her belly button and began to kiss his way up to her breasts. Teasingly he encased her right nipple with his mouth and gave it a teasing bite; Willow gasped and arched her back at the tormenting mixture of pleasure and pain. Hearing her gasp Spike began to suck on her nipple, while his left hand began to tease her left one. Willow felt moisture rush between her legs and she felt her knees give way. Laughing Spike pulled his head away and trailed his hands to her unzipped her jeans. He pulled them down and Willow stepped from them, covering her breasts with her hands nervously. Spike hovered at the waistband of her panties, his demon face still taunting her. "Are you still going to protest at my claiming your maidenhead?" His words made her feel as if she were a maiden from medieval times, seduced by a some noblemen. Without waiting for an answer Spike tugged her panties off with his teeth and sat with his back against the wall admiring her youthful beauty. "Lower your arms." His voice was commanding and brooked no argument, Willow lowered them to her sides and looked down at her feet. "You are beautiful young lady Willow; you should not be ashamed of your body." Rising to his feet Spike pulled her close and pressed his lips to her mouth. He turned his back to turn off the bath taps and gestured for her to get in. "I will give you thirty minutes, if I sense you are trying something to escape I will come back in." Willow nodded and sank into the bath as he left her alone. She wasted no time in washing the gravel, dust and grime from her hair and skin. She was so exhausted that as she lay back in the bath she felt herself begin to drift off. It wasn't until she found herself wrapped in a coarse towel in Spike's arms that she realised she had drifted off and fallen into a deep slumber. She was filled with regret that she hadn't drowned, but she was too tired to care much.


	4. Chapter 4

**Chapter Four**

The clothes Spike had picked out for Willow were daring and dark, very different from the fuzzy pink jumper he had ripped from her the previous night. She wore them without complaint, she suspected if she protested Spike would have her walk around naked. She had changed into a pair of figure hugging black jeans and a tight top which scooped below her shoulders leaving her neck and shoulders bare. She looked considerably fresher, the only hint that something was amiss was the bruise on her right cheek from where Spike had backhanded her. As soon as the sun set Spike shepherded her into the car handing her a bottle of water to keep her hydrated. She took a sip from the bottle as a thought suddenly struck her.

"When did you erm...f – feed last?" She glanced nervously at Spike and rubbed her hand self-consciously over the bite marks he had inflicted on her in the factory.

"Yesterday. Don't worry love I'm not going to be feeding off you; you'll need your strength for Brazil." She clenched the bottle of water tightly; she had to get away from him before they crossed the border and were out of America.

"How long will it take to get to Brazil?"

"We should be crossing the border to Mexico tomorrow, obviously we have to stop while the sun is up which will add to our time." Spike shrugged carelessly and grinned suggestively at Willow, "but I think I know how we can fill that time." She turned her face away from him blinking back tears. "You did not seem upset yesterday," he teased reaching over to stroke her cheek. "In fact you seemed to enjoy it."

"Don't." Willow whispered blushing, she had been horrified at her body's response to his touch yet she had desperately yearned for it.

"It will be a week at least before we're in Brazil." Spike squeezed her leg and inched away from him on the car seat.

"What if she's not there anymore?" Spike fell silent as he contemplated this, eventually he shrugged. "Spike...let me go home. Xander will tell Buffy where we're going, they'll get a plane to Brazil and find us." He nodded in thought and put his foot down further on the accelerator. "Then perhaps I should turn you _before_ Brazil." _Don't panic_, Willow told herself, _he's started giving you food and water...build your strength up and gain his trust._ Mentally she nodded to herself, when she was at her full strength she could try to use her magic on him. "Willow?"

"I don't want to talk about that," she whispered unable to meet his gaze. "Please Spike...you know I don't want to die, but I really don't want to be a vampire." She didn't try to hide the tears and Spike laughed at her.

"I think if someone had told me what I was to become I would have been frightened. But it is a gift Willow, and think of your powers. You'll be an unbeatable witch," he took her hand and brushed his lips along it.

"But I won't be _me_." Spike sighed and patted her knee, when she remained silent he reached into the glove compartment to retrieve his cigarettes.

"Love, stop whining." He said as he inhaled, "I'm going to turn you and that's that. But first..." He smoked his cigarette lost in thought. "Have you ever been to Las Vegas?" He asked her with a sly smile on his face, Willow shook her head and looked at him nervously. "Perfect. We'll take a detour before we cross over to Mexico,"

"Why?" Willow asked nervously.

"I'm sick of staying in these grungy motels, and there's nothing quite like a stay in one of the Venetian suites." Spike glanced over at her and flicked ash out the window. "For Chrissake love at least _smile_ I'm trying to do something nice for a change." Willow forced a smile but it didn't reach her eyes, did he think a night in an expensive hotel would really make up for the fact he was going to _kill_ her? After a few hours of driving in silence he pulled into a twenty-four hour diner and wrapped an arm around Willow's shoulders. "Do not give them a reason to be suspicious," he warned her, "or I will feed you myself." Willow blushed at the memory of her hungrily sucking burger grease from his fingers. She nodded and hugged herself tightly. "You look too tense love," Spike took her hand and thrust it into the back pocket of his jean, when she made a motion to pull her hand out he squeezed her arm painfully. "I need you to look convincing," he whispered. "If anyone should grow suspicious...I shall have to kill them." Willow swallowed a lump of fear and nodded, forcing herself to smile as they stepped into the small diner. There was one waitress in a sky blue knee length dress with a stained apron tied around her waist. She was propped up half-asleep on the counter, an old jug of coffee beside her and a cigarette smouldering in her left hand.

"What can I ge' ya folks?" She asked half-heartedly through a yawn, behind her a small screen played a news channel.

"She'll have a burger and beer, I'll just have a beer." Spike ushered Willow into a booth and observed the empty diner. "Not much business," he remarked to the waitress as she brought over their beers. She didn't give Willow a second glance or ask for ID, Willow peeled the label off her bottle but couldn't bring herself to take a swig from the bottle. She wasn't much of a drinker and she wanted to keep her head clear.

"Nah, we ge' jus' enough to keep ticking by." The woman returned to the counter where she dozed off until the cook rang the bell for Willow's food. She didn't care that this was her second fast food meal in as many days, she'd not eaten since the previous night and once again she was ravenous. She devoured her burger while Spike swigged at his beer, his head turned sharply at something on the TV and Willow looked at him confused.

"Shit," he murmured turning to look back at her. Willow tried to hear what was being said but the volume was too low for her human ears. She glanced at the waitress and caught the woman staring at the two in horror.

"We should go," she murmured. She was desperate to escape but she didn't want this woman to die for being in the wrong place at the wrong time. The woman picked up the phone, but before she was able to dial the second number Spike had pounced on her burying his fangs deep into her neck. "Spike, _no_!" She cried but it was too late and the woman's corpse dropped to the floor. A door to their right banged open and a large man with arms covered in tattoos came towards Spike with a knife. Willow screamed as Spike snapped the chef's neck leaving him lifeless on the ground. He took her hand and pulled her from the restaurant and pushed her into the car, he pulled out before she even had her seatbelt on.

"Fuck!" He hissed hitting the steering wheel with his fists. "You're on _national_ news." Willow felt hope swell up, all she had to do was be spotted somewhere crowded! She could have laughed with joy! That was until she heard Spike laughing; she looked at him nervously and saw that he still wore his demon face. Blood smeared his lips making his twisted smile seem all the more grimmer. She didn't dare ask what he found so funny, but the hope that had just swelled up was suddenly dead. When they pulled into the next motel he left her locked in the car while he booked them into a room, when he came to retrieve her he was still grinning. He pushed her on to the bed and picked up the phone from the bedside cabinet. "You're going to call your little slayer friend," he ordered as she took phone. "You're going to tell her she has twenty four hours to call off this search for you. If she doesn't..."

"Why do I care whether they call it off or not? You're going to kill me anyway!" Willow threw the phone onto the floor and cried out as Spike leapt behind her and twisted her arm roughly behind her back.

"Do you want more deaths on your hands?" He growled in her ear, "the more people who spot you and recognise then the more people I have to kill. Which I don't mind to be frank love, I quite like killing." Fighting back tears Willow retrieved the phone and dialled Buffy's number. _Please don't answer...please don't answer..._

"Hello?" A deep male voice answered the phone and Willow almost dropped the phone in shock.

"_Angel_?" What was he doing answering Buffy's phone?

"Willow! Where are you?" Before she could reply Spike snatched the phone from her.

"Angelus!" He cheerfully chirped down the phone, "even better. Listen mate, you couldn't do us a small favour and get the slayer to convince the police Willow is safe and well? Only...I hate to be a bit of a bother but a lot more people will die."

"Angel help me!" Willow screamed desperately, "he's going –" Her pleas were muffled as Spike clapped a hand over her mouth and dragged her closer.

"She's gone and spoilt it," Spike sighed. "Tell the slayer she has twenty-four hours to get this search called off, otherwise she'll find her friend in a less then pristine condition." He pulled the phone cord from the wall and hurled it across the room. He locked the door and tore off his jacket and shirt, running his hands through his cropped blonde hair he stared at Willow thoughtfully. His eyes flicked to the bedpost and she shook her head desperately.

"Please don't." She whispered, she couldn't take another night of humiliation. "What if they trace the call and we have to leave quickly?" Spike nodded and peeled off his fitted black t-shirt and jeans, Willow stared at him shocked and blushed. She'd not seen him undressed before and she closed her eyes terrified that he would remove his boxers.

"If you try to escape I'll break your legs," he warned her settling onto the mattress and putting his right arm behind his head while he stretched his left arm out. He gestured for Willow to come towards him, she contemplated making an excuse but knew he wouldn't accept it. Timidly she slipped over to his side of the bed, she curled into a tight ball and turned her back to him. "Aren't you going to undress?" He teased moving onto his side and slipping a hand up her shirt.

"N – No...it's too cold." A small moan escaped her lips as Spike cupped her breast and slipped a finger beneath her bra. "Spike, please...I can't..." She'd just watched him murder two people, did he really expect her to sleep with him now?

"Well then perhaps you ought to do something for me." Smirking Spike took hold of her right hand and guided it beneath his boxes. She was repulsed by his actions but too frightened to protest, she grasped his member in her hand and moved her hand back and forth with his guidance. She watched as his eyes closed and his face went from handsome to demonic, there was still a trace of blood that was more prominent when his demonic face was present. He began to convulse and Willow almost stopped but he held her hand firmly in place encouraging her to go faster. He gave a cry of pleasure and Willow felt something warm and sticky in her hand, unable to look at him she bolted from the bed and into the bathroom. She scrubbed furiously at her hand trying to erase every trace of his essence. When she looked up in the mirror she could see only her own reflection, but she knew he was there, behind her. As his hands touched her shoulders she burst into tears and slumped to the ground.


	5. Chapter 5

**Chapter Five**

Angel hung up the phone slowly as the line went dead, he looked up as Buffy walked into the kitchen and rested her head against the fridge. She hadn't been herself since Willow and Xander had gone missing, and when Xander had turned up a day later she had taken the news he'd brought with him pretty badly. "Buffy..." Angel said slowly and flinched as she turned empty eyes towards him, her eyes were normally bright and vibrant. "That was Willow...and Spike," he guided her to the sitting room and sat her on the settee.

"Willow?" Her head lifted in surprise, "is she okay? Is she..." She trailed off unable to bring herself to ask the question she dreaded the answer too.

"She...she sounded terrified, but other than that she's alive." Angel sighed and decided to be blunt, "When they realised it was me on the phone Spike took the phone from her and spoke to me. All I heard from Willow was that Spike was going to do something to her, he said if you don't stop the search for her within twenty-four hours...you'll find her in a less than pristine condition."

"He's bluffing," Buffy said hoarsely. "Xander said he needs Willow for a spell..."

"He could have gotten her to do the spell here...Buffy, Spike is going to kill Willow and I really think he will turn her. She has the potential to be a powerful witch as a mortal, with the right guidance..."

"No!" Buffy clapped her hands over her ears, "stop it! He can't make her into a vampire...I _can't_...it's Willow!" Tears streamed down her face and Angel enveloped her tightly. "There has to be something we can do..."

"We don't know where she is, at the moment we know they're in the country, but where? If we find them...it'll be too late..." He hated being brutally honest like this. "Buffy...you managed to kill me...you know you have to do the right thing."

"I didn't want too though...and if Willow..." She paused her eyes glazing over as she lost herself in thought. "She gave you your soul back," she whispered. "Angel..." She looked at him pleadingly, "if we could find someone...a witch...we know the spell..." Jumping up she grabbed her jacket and fled from the house.

Rather than leaving the motel the next day Spike decided to remain there and see if Buffy had called off the search, he flipped the old-fashioned TV on and watched the news channels. There was constant footage of Willow's disappearance and she grew sick of looking at herself on the TV. "Please turn it off Spike," she said sitting on the floor hugging her knees to her chest. "Buffy won't have control over who calls the search off; it would have been my parents who reported me missing..." She was terrified he would keep to his threat and go out on a killing rampage. Spike looked at her thoughtfully.

"Then call them. Tell them you're leaving."

"It's not that simple," Willow sighed standing up and pacing the room. "I'm a minor, legally I have no say in my. I can't just ring them up and say I've decided to run away with you, it would still stand as a kidnapping charge. And why would I want people to think I've willingly run away with you anyway?"

"Because the more people who find us the more people I have to kill." Spike pointed out. "Or..." He stood up and pulled Willow close, transforming into his demon face he grinned hungrily at her and pulled her head to the side leaving her neck exposed. Willow cried out in pain and held still, frightened that if she moved an inch he would plunge his fangs into her neck. "I could turn you now, we could take a trip back to Sunnydale and you can tell your friends yourself." He pressed his fangs to her skin and teasingly scratched them along the surface; Willow bit back a sob and squeezed her eyes tightly shut.

"Don't." She whispered, the minutes felt as if they were hours but eventually Spike's fangs were replaced with his lips and he gently sucked on her neck while his hands moved beneath her shirt. His fingers were soft and strong, deftly he unclipped her bra and moved his left hand to support her waist and his right to cup her breasts. "Spike," her voice was breathless and she moaned as he began to massage her breast. It was easy to forget who he was when he touched her like this, he wasn't brutal or frightening. He was tender and erotic, with her eyes closed it was easy to block out the thought that this man was her enemy. Her kidnapper. And soon to be her murderer. She lifted her arms above her head as Spike began to pull off her shirt and she made no protest when he swung her up into his arms and carried her to the bed. Spike was on top of her instantly, his hands resting on her hips as he teased her right nipple with his tongue, Willow bit down on her lower lip to stop herself from crying out. Cold lips touched her own a hand gently caressed her burning cheek.

"You don't have to be quiet," Spike whispered his lips brushing against hers. His left hand trailed down to her jeans and flipped the top button open, "may I?" For a few moments Willow could only stare at him shyly, her cheeks were red with embarrassment.

"We...I...I –"

"I'm not going to do that," Spike promised her kissing her tenderly and running his fingertip ever so lightly across her nipple. Her breath hitched in her throat and she nodded clasping the duvet beneath her hands as Spike drew down the fly to her jeans. She lifted her buttocks so he could pull her jeans and panties down. Kissing her on the mouth once more Spike began to trail his lips along her jaw, her throat, breasts, stomach and finally to her thighs. Willow tensed embarrassed at her position but also burning with curiosity. Her body was singing, every nerve stood on end as if it were being tickled by a feather. Spike placed his thumb over her core and slowly rocked it back and forth, Willow cried out as the pressure built she arched her back and could feel the sheets beneath her hands tearing away from the bed.

"Oh god," she whispered, "oh..._Spike_," his thumb remained on her core picking up speed and his mouth was suddenly back on her nipple, sucking, teasing and licking with such speed that Willow was practically screaming. She wrapped her arms around Spike's neck holding him closer. "Don't stop," she pleaded, "please." She felt a glorious pleasure erupt from her core, spreading through her body and sending her shuddering over a cliff. She fell back exhausted from the pleasure, when she opened her eyes Spike was staring down at her mesmerised. "S – Sorry," Willow blushed and moved to cover herself but Spike held her arms by her side gently.

"Don't," he whispered shaking his head. "You're beautiful Willow, don't hide yourself from me." Blushing Willow smiled faintly and turned her head; eventually she curled up and drifted into a deep sleep. Her first proper sleep since her ordeal had begun; Spike pulled the duvet over her and watched her deep in thought. He was growing fond of the young witch, he still longed for Drusilla back...but what was the rush? Perhaps a century or two apart from her would make her realise he was far from soft. And if he happened to cross her path with the fried of the Slayer staring at him in adoration...Spike smiled and gently leant down to kiss Willow's temple. "You and me are going to have some fun love," he whispered in her ear.


	6. Chapter 6

**Chapter Six**

"_The body is believed to be that of missing teenager Willow Rosenburg who went missing on Tuesday this week. A formal identification has not been able o proceed due to the condition –" _

Buffy turned off the radio and sat back in the library chair, Giles was sitting with his head in his hands. Xander, Cordelia and Oz at around the table looking stunned. Only Angel and Buffy looked doubtful. "It isn't Willow," Buffy said firmly. "Spike wouldn't kill her...he'd turn her I'm sure of it," at first the idea of Willow bing turned repulsed Buffy. How could she stake her best friend? But slowly a plan was forming in her mind.

"Even if he did kill her Spike wouldn't leave a corpse unidentifiable, he'd want us to know what he'd done."

"How can you sound so calm?" Xander shouted jumping to his feet and kicking his chair over. "This is _Willow_! She's our friend! Even if Spike turns her she'd still be dead..."

"Xander calm down," Buffy sighed rubbing her forehead wearily. "We need to find where they are...they must have crossed the border by now..." She longed to have Willow by her side, had someone else being missing Willow could have cast a spell to find them. They were lost without her powers. Xander opened his mouth to argue but Giles cut him off.

"Angel you know Spike the most, you must know something of his travelling habits...his erm...siring habits," he pulled his glasses off and rubbed his eyes, it was almost four in the morning and he was exhausted. None of the gang had slept since Willow's abduction.

"He's never really taken an interest in siring humans, he just wanted to be by Drusilla's side." Angel set a book down and squeezed Buffy's shoulder. "We need to find Drusilla...if we can find her we'll find Spike and Willow."

"I've been thinking," Spike took a drag of his cigarette and adjusted his position on the car bonnet. "How would you like to see me home land?" Willow was sitting cross legged on the bonnet staring at the city below them, lights twinkled and the city was clearly hustling and bustling but high up on the cliff they couldn't hear any of the noise pollution.

"England?" She turned to him suspiciously, "I thought we were going to Brazil?" She rubbed her arms as a breeze bit through them. Spike stood up and shrugged his duster off; draping it around Willow's shoulders he tilted her chin up. Willow stared at him biting back a lump of fear, it was impossible to tell what was going through Spike's mind. One minute he wanted her to do a spell, the next he was going to turn her, his mind had changed several times over what he would do with her and it was making her sick. "Spike if you're going to kill me can you please just get it over with," she whispered pulling her face away from his hands.

"I'm not going to kill you," he said gently stroking his thumb over her lips. Willow's eyes lit up in hope, was he going to let her go home? "You'll be reborn, a new life."

"I don't want a new life." Willow replied. _I have to find a spell...I have to get away from him!_ "You wouldn't be able to get me to England without a passport." She said changing the subject abruptly,

"Oh ye of little faith," Spike took a long drag on the cigarette and settled back on the car bonnet, he rested so his back was propped up against the windscreen. "When you live a few centuries you realise how little value passports and documents hold." He tugged the back of his duster which was draped around Willow's shoulders, rather than leaning towards him Willow stood up and paced around the car. She stepped up to the cliff edge and looked below wistfully.

"If I jumped I'd escape you," she said quietly, the wind brought to Spike her voice.

"Then jump." Spike shrugged calling her bluff. He was growing fond of the girl, but not so fond that he would plead with her to come to him. Willow stepped close to the edge, the tip of her feet hung over the edge. Closing her eyes she took a deep breath, she could feel Spike's eyes watching hr passively. _If I jump I'll never see my parents again or my friends._ She told herself, but a smaller crueller voice chimed in. _If Spike makes you into a vampire you could never see them again anyway._ She bit back tears; she wouldn't let him turn her. She'd escape him somehow, just not this way.

As Willow returned to the car Spike said nothing, normally he would have taunted his victims. But he was beginning to see Willow as less of a victim and more of a travelling companion. "Sun will be up soon," he said dropping his cigarette and treading on it firmly with his boot. Willow nodded and slipped into the passenger seat of the car, Spike paused watching her through the windscreen. She wasn't beautiful like Dru, but she was quite pretty. _Maybe a century or two apart will do us some good_, he thought sadly. In silence he drove them to another small motel. "I'll get you some food," he stretched as he climbed from the car.

"Don't bother," Willow said, "I'm not really hungry. I just want a shower and to sleep."

While Willow showered Spike locked the door to the room and drew the curtains closed, he was looking forward to arriving in Las Vegas. He was sick of motels that were full of cockroaches, lumpy mattresses and the overwhelming smell of desperation and death. He listened to the sound of running water as Willow turned the shower on and stared at the bathroom door, he was tempted to burst in and join her but he held himself back somehow.

When Willow stepped into the main room she was fully dressed with her hair wrapped up in a towel, she looked for a hairdryer but was dismayed to find there wasn't one. She almost laughed at her stupidity, she had been kidnapped by a vampire who was now thinking about taking her across the world and she was worried about a hairdryer? She looked over at Spike and sighed in relief to find he had already fallen asleep, he had stopped tying her to the bed during the day; on the few occasions he had left her alone to hunt before the sun rose he had simply locked the door. Glumly Willow looked around the dim room, the curtains were pulled and were caked in grease and dirt that they kept the sunlight from filtering through and hitting Spike. She turned to look at him once more to ensure he really was asleep. Carefully shed tiptoed across the room and brushed her fingers against the curtains, biting her lip she yanked it back and turned her head away as the dazzling sunlight hit her eyes. She hadn't seen the sun for so long the sudden burst of light dazzled her. She heard Spike swear as he crashed from the bed, when she looked over all she could see was smoke.

"Close the bloody curtains!" he hissed from under the duvet on the floor, he was behind the bed which provided him some cover from the sun. Willow turned to open the window and climb out, with break neck speed Spike pulled her away and yanked the curtains back in place, swearing as his arm caught fire. Hurriedly he patted the flames out and gripped Willow by the neck; he held her up against the air and laughed as she kicked out desperately at him. "I'll let this one slide," he said slowly lowering her to the ground and moving closer so that their bodies were pressed together. "I am being merciful with you Willow, I'm being _kind_." She looked at him in disgust. "I am trying to show you the world before I give you a greater and eternal life."

"I don't _want_ to see the world or live an eternal life!" She whispered clutching his shirt, "Spike _please_ just let me go home and do the spell for you. I – I can make Drusilla love you again! Bring her to her knees!"

"You weren't so sure when I asked you love." Spike's face relaxed into his human features and he stroked her cheek gently. "And I think a break would do Drusilla and me some good, perhaps I have been coming across as soft and a little bit clingy." He led Willow towards the bed and held her arms against the bedpost; she put up no argument as he tied her there once more. "You can try to escape as many times as you want Willow, but you may as well save your energy." He straddled her gently and held her face so he could capture her gaze. "Tomorrow we will be in Las Vegas, I'll arrange us travel to take us to England and there..." He lowered his head to her neck and kissed her gently.


	7. Chapter 7

**Chapter Seven**

Willow's first sight of Las Vegas wasn't as glamorous or as exciting as she had thought it would be. She'd never really thought of going there, she wasn't into gambling or wild parties. She was very much a quiet night in person. But if she had ever thought about visiting this dazzling city it certainly wasn't with her wrists bound in her lap and accompanied by a vampire. They had driven from the last of the dingy motels in silence, Spike constantly lighting a new cigarette when the old one had been smoked. As Spike parked the car, in a place Willow was convinced wasn't legal, he climbed from the car and slipped his leather duster off and folded it up. As he helped Willow from the car he rested the folded item over her hands so she looked as if she was carrying it.

"Don't look at me like that love," he said tossing yet another cigarette on the ground and stomping it out. "If you hadn't tried to kill me I wouldn't have to do this." He kissed her mouth softly laughing as she pulled her face away from him. Sweeping an arm around her waist Spike guided her into the hotel lobby and her heels clicked against the marbled floor. Despite the circumstances she found her breath catching in awe, there was nothing as glamorous as this in Sunnydale. Spike left her staring entranced at a landscape watercolour on a wall as he checked them into a room, when he came back he had to gently nudge her back to reality. "I've booked us in for three nights," he said gently as the lift began to ascend. "And room service will be bringing you some food up soon."

"I'm not hungry."

"You keep saying that, but you haven't eaten for days love."

"_Stop_ calling me that." Willow hissed moving to throw his jacket at his feet, Spike held it there in place giving her a warning glance.

"I thought we were starting to get along," Spike sighed stroking her cheek gently. Willow flinched away and blinked back tears, her cheeks beginning to turn crimson as she thought back to what she'd allowed him to do. She couldn't even lie to herself and say he had forced himself; she had been frightened but willing. His touch aroused her, even now, and for that she loathed herself. She barely noticed the lift door opening or Spike shepherding her into the room, it wasn't until she heard the door click shut that she took in her surroundings. Her breath hitched in her throat as she looked around the room, _rooms_, in stunned silence. "Have you ever stayed in the Penthouse suited before?" Willow shook her head stunned and allowed Spike to tow her around. The suite was massive, bigger than the first floor of her home. The bed looked soft and inviting but she was too afraid to test it out, she was uncomfortably aware of what Spike had planned for this room. The walls were a soft cream and gold colour, the carpet looked like what she imagined the clouds above the sun to resemble; fluffy and golden. The wall at the end was replaced with a large window; the curtains were open to reveal the colourful lights of the city and the desert beyond. Willow felt something tugging at her wrists and she looked down to see Spike finally untying them. She rubbed her chafed wrists, the bonds hadn't been tight to start with but each time she had moved her hands they had rubbed against the already tender and raw skin. "They'll heal quicker when the change happens." Spike reassured her but Willow acted as if she didn't hear.

There was a knock at the door and as Spike went to answer it Willow took a seat on one of the luxurious sky blue velvet chairs close to the window and began to remove her shoes and socks. She was eager to feel the plush carpeting beneath her feet and she sighed at the soft sensation against her soles. A young man wheeled in a trolley of food covered by silver domes, behind him Spike carried a bottle of something and two champagne flutes. The young man left hurriedly casting a nervous glance at Spike and Willow felt her stomach twist.

"A toast!" Spike proposed popping the cork on the bottle of champagne with the flick of his thumb; Willow was impressed with the skill despite herself. "To new beginnings." He poured her some of the sparkling golden liquid and handed her the glass.

"I can't drink to that." She told him quietly.

"Of course you can." Spike clinked his glass against hers and downed it one go, Willow was suddenly overcome with nerves – was he getting her drunk so he could claim her completely? The thought made her dizzy and she looked at him helplessly. Spike sighed and poured himself a second glass. "I won't ravish you tonight l – Willow, I promise." He grinned wolfishly at her and for a brief second his eyes shimmered the harrowing yellow colour of his demon mask. "I have some business to take care of tonight, but tomorrow..." He stepped closer and drew his thumb over her lower lip. Taking her glass he set it on the table carefully and drew her into his arms. His kiss was long, soft and deep. Willow could barely stop herself being drawn into it, even the voice in her mind which screamed at her to remember who he was, _what_ he was, was subdued by the kiss. "Eat something." Spike told her tenderly and she couldn't help but nod at his command, perhaps it was the champagne which was buzzing around in her head, but his smell was intoxicating and she felt drawn to him. She tucked into a hearty meal of steak, so rare it was almost alive, and chips with a rich chocolate brownie for desert. She'd not eaten so well in _days_ and the food was rich rather than greasy. When she had finished Willow stepped into the bathroom and closed the door, it was just as beautiful as the bedroom and she looked around in stunned awe. The floor was a marbled black and grey; the same marble topped the counters of twin sinks and lined the wall of a large Jacuzzi tub. She turned the taps and filled the bath with some of the bubble bath that rested on the side. It never occurred to her that she hadn't locked the door, that Spike was peering in now and watching her. After she scrubbed herself clean and towelled her hair dry she stood in front of one of the sinks gazing at her reflection. Her eyes looked sunken, two large purplish rings stared back at her and her skin was drawn tightly against her already slim face. She was so lost in thought that she didn't hear the door open, the soles of Spike's steel-toed leather boots clipping against the floor. She jumped as she felt something feathery light pull her damp hair back from her face, she stared at her reflection in the mirror in wonder. It was only her in the mirror, but she watched as her hair was pushed away from her neck, as the luxurious towel she'd wrapped around herself was pulled loose and she stood in front of the mirror naked. She watched her face flame red, but still it was only her in the mirror. She could feel the fabric of Spike's shirt pressed against his back, the soft pressure of his lips as he kissed her jaw and neck. She watched as her breasts gently dimpled as he squeezed them tenderly and as he head was gently tilted to the left. She saw the blood before she felt him bite her; a sudden crimson pool appeared on the right side of her neck and washed down her shoulder and arm. She felt Spike's arms tighten around her waist and one tilt her head to the side as he bit deeply into her neck. As she closed her eyes she was strangely aware that her reflection was beginning to slump, supported by some unseen figure.


	8. Chapter 8

**Chapter Eight**

_Where am I?_ Willow opened her eyes trying to focus on anything but the throbbing in her neck, as her gaze swept across the grand room she found the answer to her first question. Las Vegas. She was lying naked in a king-size bed, Spike's arm wrapped possessively around her waist, his face resting on her breast. Willow felt her body tense and tears sting her eyes. Why was she naked? Had he claimed her last night? _No...he can't have_. She tried to reason with herself; it was only her neck which throbbed, surely she would ache..._there _if they'd had sex? And whilst she was naked Spike was fully clothed – even his boots were still on. So why was she naked? She thought back to the previous night, but the throbbing in her neck was too intense. She desperately wanted to get up, to go to the bathroom, but she was too frightened to move in case she woke Spike. _This is ridiculous!_ Forcing herself to move she pushed the sleeping vampire off and fled into the bathroom, when she emerged she was tightly wrapped up in a fluffy robe. She paced around the room chewing on her thumbnail, every so often her eyes flicked between the vampire and the window but she couldn't bring herself to try and kill him again. She wasn't the slayer, and even Buffy had failed at killing Spike. What chance did she have?

"What time is it?" Spike groaned burying his head under a pillow, when Willow kept pacing and didn't answer he sighed and rolled onto his back. "Willow." She looked up at him blankly and hugged herself.

"What did you...did we...am I?" Her cheeks were flushed and Spike could feel himself growing aroused. He stood up and walked towards her, she flinched backwards against the wall.

"We did nothing. I bit you; I was hungry and your blood..." He couldn't quite explain to her how intoxicating her blood was, it was pure and sweet like honey. He could have tried but it would have frightened her even more. "Trust me love, you'd know if we'd had sex last night." He gripped her shoulders and crushed his lips against hers; Willow wanted to push him away but a larger part of her yearned to respond. "I didn't take much." Willow wasn't sure how to reply to that, did it matter how much he'd taken? It was _her_ blood! He shouldn't have taken any! "When you passed out I stopped," Spike shrugged and moved away from her – he clearly didn't see a problem. "I bought you something; I thought you should really see Vegas."

"You know I'm not legally old enough to gamble?" Willow pointed out.

"But you are old enough to see a show, have a meal." She shook her head in disbelief, he was driving her crazy – what did he want from her?! She took the box that Spike presented her with, The box was thin cardboard and was about the length of her wrist to her elbow, she looked at Spike nervously not sure what to expect. She set the box on the bed and timidly opened it, she unfolded the deep crimson crepe paper to reveal a black dress. She picked it up and ran her fingers along the silky fabric.

"It's beautiful," she whispered. "Thank you..." It fell just above her knees; the neckline was high and was tied at her throat by a slender black fastening. The top was almost sheer and she could see her hands beneath the fabric, the skirt was a heavier material and flared out whilst the sleeves were capped to show off her pale arms.

"You don't like it?" Spike sounded genuinely hurt and Willow flinched.

"I do...I just..." She shook her head.

"You would rather go home." Willow nodded unable to look at Spike. "Once you're changed –"

"_No_." Willow looked at him her eyes blazing and Spike felt himself growing hard at the furious look on her face. "I will not go back to Sunnydale if you turn me. I won't have you using me to try and kill Buffy – I won't put my friends at risk!" Spike liked the determination in her voice and smiled to himself as he decided to see how far he could push her.

"If I suggest this to you as a vampire you will jump at the chance. The first thought in your mind will be ripping Buffy's throat out. Draining her. Watching her eyes go blank."

"_NO_!" Willow shouted and a raging wind whipped through the room knocking Spike off his feet. She took control of the wind and used it to lift Spike from the ground and pin him to the wall. "I don't care what you do to me," she hissed and Spike saw her eyes had turned black. "If you harm Buffy I _will_ kill you." As the wind died and Spike dropped to the floor her shoulders drooped and she knelt beside the bed, she hadn't meant to use her magic but she'd certainly not meant to pour her emotions into it! She felt drained.

Spike watched as Willow rested her head against the side of the bed and closed her eyes. _She will be quite powerful,_ he thought to himself realising he would have to do something to make her want to remain with him. It wouldn't do to turn her into a vampire and have her leave him as well. She was his distraction from Drusilla! _Tomorrow...after tomorrow she will be mine._ Standing up he cricked his neck and rolled his shoulders back feeling it lodge into its joint once more. "I'm sorry Willow." He said sitting beside her and wrapping an arm around her shoulder, he felt her stiffen beneath his touch but her eyes remained closed. "We won't go back to Sunnydale." He had no qualms lying to her, "Get dressed." He pulled her to her feet and began untying her robe. Hastily Willow pushed him away, grabbed the dress and fled into the bathroom. When she emerged Spike was lounging in the door with a second box in his hand, he flipped the lid open to reveal a pair of black strappy stilettos. Willow looked at them mesmerised and took them from the box nervously.

"I'll never be able to walk in these..." She didn't mention the spell as she slipped the shoes on. She could feel her ankles wobbling but she managed to keep upright. Somehow. Spike rested a hand on her elbow and led her from the hotel, the air was warm but she could tell it would soon grow chilly. Although neither of them spoke both were thinking about the same thing. _She harbours great power,_ Spike thought to himself. He would have to tread carefully with her. "Doesn't it bother you walking around with humans?" Willow asked quietly, "how do you stop yourself from slaughtering everyone." She pulled a face as she turned around to find Spike lighting a cigarette. He blew the smoke behind him to keep it away from Willow.

"Once I would have, but times change and you learn to be cautious. You'll get the occasional vampire who would slaughter everyone in their path, and they tend to barely make it past their first century."

"What about the smell?"

"You grow accustomed to it. You'll know soon enough." Willow flinched and turned her head away, "it's not just humans here either. How many people do you think are human or mortal right now?" Willow looked around, as far as she could tell everyone at least _looked_ human. "That girl over there in the silver dress? She's a succubus. You can see her horns," Willow followed his gaze and spotted the stunning woman. She was in a floor length silver dress which shimmered and reflected the lights of the hotels and displays. Her hair was a platinum blonde and she wore a black headband, outside of the headband poked a pair of horns. "I feel sorry for the poor sod who summoned her," Willow shuddered. "And you...you're not completely human."

"That's a bit harsh," Willow looked at Spike stunned.

"You're a witch – you have supernatural powers."

"But I'm not evil." Spike shrugged his shoulders, she wasn't evil...yet. But she had the power to cross over. Spike led her into a restaurant and pulled a chair out for her. "Thank you," Willow said timidly taking the seat. She didn't understand why he had brought her to a restaurant when it was only her who would be eating. She ordered a chicken salad and Spike gave her a funny look.

"Aren't you hungry?"

"Not really." She'd been living off greasy food since he'd kidnapped her, and even though she'd missed a few meals and could feel her clothes loosening, the thought of food made her sick. She picked at her salad when it arrived and watched the people in the restaurant with avid interest. "Sorry?" She looked at Spike realising he'd spoken.

"I said I've arranged a private jet to take us to London. Tomorrow is our last night in the hotel, we check out late the next evening." Willow nodded and set her fork down, tears blurred her eyes and she rapidly blinked them away. Was he really going through with this? She was still hoping Buffy would find her, that someone would save her. Spike watched her, he felt sorry for her – an emotion he wasn't entirely comfortable with. "Come on, let's go see a show."

"He's going to London." Angel strode into the library to find the Scooby Gang sitting around a table. "I can get a flight out and wait for them to land."

"You think you can find her in London?" Xander snapped, "how do you know which flight they'll be on? Which airport they'll land in? _When_ they land?"

"He'll be using a private jet, same as I. Trust me Xander." Angel's voice was cool; he wasn't quite sure how he felt about missing the chance to kill Xander when he'd lost his soul. Out of all Buffy's friends, Xander was the one he liked the least. Xander opened his mouth but Buffy cut him off.

"Leave him alone Xander, Angel's the only one who can find them. He's spent centuries with Spike...if anyone knows where he'll be it'll be Angel. So just drop it." Her tone was waspish and she glared at Xander. Standing up Buffy followed him from the library and leant against the wall. "What will you do if you're too late? If she's..." She trailed off unable to bring herself to say it. "Angel...I don't think I could bring myself..."

"You won't have too Buffy I promise." He'd thought long and hard about what he would do, he was hoping it wouldn't have to be the very last option. "If I leave now I'll get there before them...I'll call you as soon as I land." He squeezed her arm, he wanted to pull her close and take in her scent but they were both too cautious. They'd heads had learnt their lessons, but their hearts certainly hadn't. Buffy stared into his eyes a fraction of a second too long; abruptly she nodded and smiled weakly.

"Thank you."

The hustle and bustle of the city had grown too much for Willow, sensing her discomfort Spike had led her from the city into the desert. He'd started a fire and wrapped his jacket around her shoulders, now they were sitting side by side gazing up at the dark sky flooded with twinkling stars. Spike looked down at his watch and noted the sun would be rising in the next hour; he'd have to bring her back to the hotel soon. Standing up he held out her hand, neither of them had spoken since they'd come into the desert. Kicking sand over the fire to put it out Spike pulled Willow close and took a slow wander back towards the city.

"Spike?" Willow asked quietly unable to look at him. "Is there anything I can do to change your mind? About turning me?"

"No." Spike spoke softly; he needed to tread carefully for she was like a mouse. One moment he had her in the palm of his hand, calm and almost trusting. The next she was skittering away.

"You just wanted a spell though..." Why hadn't she just said yes? Why had she been foolish and tried to give Spike terms? _You should have kept your mouth shut,_ a harsh voice in the back of her mind screamed at her.

"I did..." Spike was trying to choose his words carefully. "I was drunk when I first took you, I didn't see you for what you were. I saw you as a tool. A means to an end." He paused and tilted her chin up gently, "I was a fool love. I know you are terrified of becoming a vampire but once it's happened –" He was cut off as Willow fell against him sobbing quietly.


	9. Chapter 9

**Chapter Nine**

The ceiling shimmered with the water's reflection, Willow stared up at it mesmerised. The water was steadily growing cold and she sank deeper into the depths of the bath trying to keep warm. She couldn't bring herself to climb from the bath, to return to the bedroom where Spike was currently sleeping. She wanted to leave, to walk out the door. But she suspected he'd asked the people at the desk to keep an eye on her. To stop her should she try to leave. Finally she dragged herself from the bath and grabbed a towel, it was larger than the king size duvet she shared with Spike and she wrapped herself in it several times.

Spike had brought her back to the hotel that morning practically carrying her. Tomorrow they would be setting off for London, and she would never see her friends again. The thought brought fresh tears to her eyes and she quickly swiped them away.

"Willow?" Spike's voice was muffled by the heavy door and she debated ignoring him, but she knew he would just come in without permission. Dropping the towel she quickly dressed nightclothes, before shrugging on a thick dressing robe and opening the bathroom door. He was leaning against the doorframe, his right hand tapping against the wooden post. "Get dressed."

"No." Her voice was firm and Spike looked at her startled. "I don't want to go out. I don't want to be around people." She saw the sky was dark behind the curtains and moved to open them.

"I want tonight to be special for you." Spike said grabbing her forearm lightly and pulling her away from the window.

"Spike I just want to be left alone." She looked at him pleadingly and turned to face him.

"You won't feel like that by sunrise. Promise." He crushed her against him and pressed their lips together; his hand slipped beneath her dressing robe and cupped her breast. His thumb found her nipple and gently circled it, feeling it grow solid beneath the pads of his thumb. Willow's breath hitched in her throat and she pressed herself closer to him. He swiftly unbelted her robe and pushed it from her shoulders, he paused and took in her flushed appearance, the sight of her small yet soft and round breasts heaving as she breathed in desire. Picking her up he dumped her on the bed and straddled her, his hands teasingly rubbing her breasts through the thin nightgown. "Do you still want to be left alone?" Her face was a mixture of terror, pleasure, guilt and lust. She looked away from him unable to answer. She desperately wanted him to continue, her nipples were hard and the slightest touch sent jolts of pleasure coursing through her and she wanted to cry out. But this was _Spike_. She shouldn't be feeling like this. Sensually he ran his hands along her shoulders, teasing the spaghetti straps of her nightgown down to reveal her breasts. He lowered his mouth to her right breast and teasingly flicked her nipple with his tongue. Her back arched instinctively and she moaned in pleasure. "I'll leave you alone then." He moved his mouth to her ear and she shook her head ever so slightly. He took the belt of her dressing robe and quickly bound her hands to the bedpost, the sight of her nightdress pulled down to her midriff exposing her breasts left him hard. She stared at him in confusion, her hands tied above her head. "You wanted to be left alone," he reminded her, "and I want to be sure you don't try and run away." He circled her nipples once more leaving her almost crying in pleasurable frustration.

He drew the curtains around the four poster bed and went down to the reception desk. The girl behind him gave him a wide smile and he looked her up and down with disinterest, she was slightly plumper than the girls who worked in Las Vegas. Her bottle blonde hair was pulled back into a high pony tail and the blouse of her uniform was undone one button too far leaving an expanse of cleavage spilling out. He ordered a small feast for Willow and stepped outside to smoke a few cigarettes, he pictured her tied to the bed and smiled to himself. He returned to the room and shut the door quietly; he crept to the bed and peeked through a slit between the curtains. With a growl he pulled them back. Where Willow should have been there was nothing but thin air. He sniffed the air and smelt burning. Closing his eyes he focused on blocking out all sounds and scents except those that would lead him to Willow. He found her in the bathroom staring at herself in the mirror. She had changed from her nightgown into a pair of black jeans and a black turtleneck. Quietly he stepped beside her, but this time she was listening out for him and she whipped around startled.

"I thought you didn't want to go out tonight?"

"I don't. But I don't want to do..._that_ either." She whispered her cheeks flushing crimson. Spike smiled at her and fingered the collar of her turtleneck.

"Liar." He tore the sweater in half and pulled it free from her arms; Willow cried out and tried to cover herself. There was a knock on the door to the main room and he left Willow to open it. As he left her alone Willow turned to look at the mirror. Was she really going to do this? She stared at her reflection in the mirror, what was it Spike saw in her? She was timid, there was nothing to her. She was slim, her breasts were small, and her face was round and timid looking. When she emerged from the bathroom hugging herself Spike was holding something out to her. "Oysters," he smiled, " quite the aphrodisiac." Willow pulled a face but Spike was not to be deterred, he pressed the smooth edges of the shell to her lips and tipped. Willow tipped her head back to catch the oyster in her mouth; it was slimy against her tongue and salty. She tried not to gag as she swallowed it, this was meant to put people in the mood?! Spike laughed at her face and pulled her close. He kissed her gently and brought his hands round to her back.

_There's no point in fighting this...he'll take you anyway._ A small voice in Willow's mind timidly pointed out. She was overwhelmed with guilt, she found Spike attractive and despite everything when he kissed her she did desire him. She closed her eyes, if she couldn't see him she could pretend he was someone else...couldn't she? She felt his fingers flicker against her back and the next second he was drawing her bra off. She tried to move her hands to cover herself but Spike gently nipped her neck.

"Don't." He whispered. "I want to see you." He gently drew her arms to her side and she opened her eyes, her face was hot as she found him staring at her. He moved her hands up along his arms, to his shoulder, guiding her. Instructing her. She pushed the crimson shirt from his shoulders to reveal strong arms beneath his tight black t-shirt. Spike pulled it off and stood in front of her, both of them naked from the waist up and staring at each other with desire. Timidly Willow stepped up to Spike and pressed her lips to his, kissing him gently. Her hands linked behind his neck, she could feel the muscles in his shoulders rippling as he moved to caress her back and breasts once more. Spike broke the kiss to tear off his boots, he was about to remove his jeans when Willow took hold of his hands to stop him. Nervously she undid the buttons and worked the zip free. "Willow...look at me." His voice was commanding but gentle and she looked up at him startled. Her eyes were bright with burning desire, but he could see the hesitation and guilt in them. He removed his jeans; he never bothered with boxers and so stood naked in front of her. Willow's cheeks burned brighter at the sight of him, naked and fully erect. Spike kissed her nose, cheeks, lips, neck and worked his way down her breasts to her belly button. When he was kneeling in front of her he undid the top button of her jeans and pulled the zip down with his teeth. As she lifted her feet to step from them he swept them out the way, she stood there in only a pair of cotton panties. He drew these down with his teeth also and when he looked up her eyes were squeezed tightly shut and she was hugging herself once more. "You're beautiful love," he whispered giving her belly button a teasing lick. He began trailing kisses once more, along her mound down to her inner thighs. He could feel her femoral pulse beating rapidly against his lips. His face changed to his primal mask, his fangs quivering. He kissed her inner thigh gently and bent his head just in case she should open her eyes. "Willow...do you mind if I...just a quick taste?" This would be the last time he tasted her blood so pure. She made a small squeak of consent and he gently broke the skin with his fangs. He was much more careful than the few times he'd bitten her neck. The femoral artery was delicate, and the skin sensitive. Willow gave her a small moan and his hands moved to cup her buttocks, supporting and fondling her at the same time. He drew a few mouthfuls before forcing himself to stop, otherwise she would pass out and he wasn't quite sure he could get her in this position again. As he stood up he scooped her into his arms and gently rested her on the bed, he made sure his face had returned to its human state.

Willow opened her eyes to find Spike leaning over her, his hands flat on either side of the mattress and supporting his weight. For a few seconds vampire and human stared at each other, Willow's hand reached up to stroke his face. She traced the scar along his eyebrow, traced the outline of his lips and ran her hands through his silky blonde hair. He brought his lips down to hers and slowly began to relax his weight on top of her, careful not to crush her. He nudged her legs apart as he moved his lips down to her nipples. He sucked, licked and teased each in turn whilst one of his hands slipped between her legs where he found her wet and wanting. He kissed her neck, it took all his self control to keep his primal instincts in control. She had asked how he lived alongside humans so easily but the truth was to this day he found it hard. Especially in a position such as this where he could smell her blood, could practically hear it roaring through her veins. He kissed her gently and held her gaze.

"Ready?" She nodded and reached up to wrap an arm around his shoulders. She arched her back as he pressed his tip against her. Swiftly he drove into her, the pain was sharp and she let out a gasp but it lasted only for a second. After that she was filled with warmth, a coursing sense of pleasure and she pressed herself closer to him, arching her back as high as she could. She bit back a mew of pleasure as Spike began to move slowly within her, gradually picking up speed as they rocked their hips together in unison. Spike moved once more from her lips to her breasts, continuing his gentle assault on them. Willow's skin began to shine with a fine sheen of sweat and she gripped the duvet beneath her causing it to bunch.

"Oh Spike," she murmured pressing his head closer to her breasts, arching her back trying to be as close to him as humanly possible. The rocking motion of him inside her made her feel complete. She'd never felt so whole. She could feel a mountain of pleasure building up in her core and spreading out to her very fingertips. Spike sensed she was almost at the peak, he couldn't stop himself and just at the moment they climaxed together he buried his fangs into her neck drawing out the sweet nectar of her blood once more. Willow cried out, but it wasn't as painful as it had been all the other times. Coupled with the orgasm of their union it sent her spinning over the edge, into a pool of intense pleasure. Her body trembled beneath Spike's and her legs wrapped themselves around his hips pressing him close once more. When he had taken his fill Spike licked the wound clean and kissed her passionately, he forgot that he still had his primal mask on but Willow didn't seem to mind or she was too drunk on their coupling to notice. Slowly Spike slid from out of her and pulled the covers over them. Willow was still quivering and he massage her breasts as she sighed and dozed off. She seemed content, he wondered if she would still feel the same way come tomorrow night...


	10. Chapter 10

**Chapter Ten**

"What if we land when the suns up?" Willow asked as she boarded the private jet. Her body ached from the previous night and she found herself unable to look him in the eye.

"We won't disembark until sundown tomorrow. Relax love," Spike pulled her into his arms as the flight attendant shut the door behind them. He waved her away and settled into a chair with Willow in his lap. She tried to move from his embrace but Spike tightened his embrace, he pressed his face into the curve of her neck and sucked it teasingly.

"Spike, don't...please." She whispered horrified as his hand slipped beneath her top. She pushed herself free from his lap and moved into a large leather seat, she felt as if she were sitting in a cloud and she bit back a sigh. She buckled her seatbelt and flipped the blind up so she could see the tarmac. Spike watched her, drumming his fingers against the armrest. She had been skittish around him since he'd woke her up that evening, she wouldn't look him in the eye and she blushed if she so much as turned towards him. He smiled to himself, once they were settled in his lair in London he would turn her – she wouldn't be skittish then. As the plane began to pick up momentum he saw tears trickling down Willow's cheeks and she pulled the blind down violently as the plane lifted from the tarmac and sailed into the air. Once they were at a safe altitude she unclipped her belt and fled into the bathroom, his ears pricked at the sound of her sobs. What must it be like to know you're going to die? He'd never known of vampires whilst he was mortal, would he have been frightened if he did know of them? Would he have been scared of what he would become? He was yet to meet someone who _knew_ they faced becoming a vampire. Even Drusilla had thought she would simply die; it wasn't until the last moment that Angelus had changed his mind. He clenched his fist thinking of Drusilla and the disgusting mess that was the Chaos demon she'd left him for.

"Willow!" He yelled knocking on the bathroom door.

"Leave me alone!" Her voice was thick and wavered. Spike debated whether to break the door down or to leave her in peace, he decided leaving her to be was probably the wisest choice right then. He wandered how she would feel about his London lair; he wouldn't be bringing her to motels or hotels anymore. Now she would live like him. When she finally emerged her cheeks were puffy, her eyes raw from her tears. Spike poured her a glass of whiskey and passed it to her wordlessly. "Thank you," she knocked it back with a grimace and passed him the empty glass back. There was a bed tucked away behind a partition, Willow lay down and curled into a tight ball.

When Spike checked on her she had thrown the duvet from the bed and had flung her arms over her face as if trying to defend herself. Gently he pulled her arms from her face and rested them beside her; he pulled the duvet over them both and pulled her close as the plane flew over the Atlantic.

Willow's eyes blinked as she tried to adjust to the over bright lights of Heathrow airport. She spied a sign to the ladies pointing towards the opposite end of the terminal. "Spike...do you mind?" She nodded towards the signs and Spike nodded. She hurried off excited to be able to put some sort of distance between the two of them. Dare she risk running away? _You don't know where you are, you don't know the first thing about London. If you run away now he'll catch you, and he won't hesitate to turn you once he's caught you. _Spike had not mentioned when he would kill her, but she knew it would most likely be soon. She would have to be quick yet careful if she was to escape him. As she emerged from the toilets a hand whipped her around the corner and she gave a startled gasp.

"_Angel_!" Never before had she been so glad to see Angel, she flung her arms around his neck and bit back a sob. "What are you doing here?"

"I guessed Spike would bring you here, he must have forgotten that I know some of his habits." He hugged her back lightly and gripped her chin to study her eyes as he pulled away.

"He hasn't...I'm not..." Tears pricked her eyes and she blinked them away. "Please take me home, now..."

"I am here to take you home, but not now." He slipped a crumpled piece of paper into her hands. "Tomorrow at sunrise as soon as Spike sleeps come to this address. A lady with red hair will let you in, Alessandra. Only come in when she is at the door, she knows who you are and she will expect you to come."

"What if I can't get away?"

"Then I will not be able to bring you back to Sunnydale." Willow looked at him hurt, "this isn't a game Willow. Tomorrow is your only chance – Spike won't wait long to turn you, I'm surprised he's waited this long. I won't bring you home if he turns you."

"Will you kill me?"

"I will help you Willow. No matter what, I give you my word." Angel kissed her lightly on the cheek and turned to walk away. Willow glanced at the crumpled paper in her pocket and quickly shoved it in her pocket.

Spike had followed Willow towards the toilets, keeping to the crowds so that she wouldn't see him. As she emerged he saw her disappear behind a corner and he felt his face harden. Before someone could notice he shook his head and walked carelessly forwards, keeping the toilets on his right so that eventually he could see who had grabbed her. _Angelus_. He fought to keep his face human, he should have known Buffy would send her dog to bring Willow home. As Angelus turned and left the witch alone he turned his back and stared up at a departure board, pretending to be engrossed in the various flights.

"Spike?" Willow touched his arm gently, she seemed more nervous than she had been with him. As if she was hiding something. His eyes swept over her and he knew better than to challenge her, let her believe she was safe. That he was naive. She would learn soon enough.

"C'mon love," he wrapped an arm around her shoulders possessively and squeezed her tightly against him. "Come an' see your new home."


	11. Chapter 11

**Chapter Eleven**

"Home" was an abandoned underground station crawling with rats, spiders and other nasties that made Willow's skin crawl. She looked at Spike horrified.

"You expect me to live down here? I'll _die_!" She cried feeling hysteria bubble deep inside her, threatening to burst free and drive her insane. "Spike please, please can we stay somewhere above ground? _Please_?" He lit a few candles which were ensconced in the wall, but rather than settling her nerves it drove her fear into overdrive. The flickering candle flames sent shadows dancing across the curved ceiling and walls. _Calm yourself,_ she tried to take control of her emotions and holding her hand up she summoned a ball of light to keep close to her. When a rat took an inquisitive step near her she flicked nodded at the ball and sent it skidding towards the rat, it hissed but scampered away. Spike watched her with an amused glint.

"Love...you'll be a vampire soon. Being above ground will kill you." He gently took her in his arms and brushed his lips along her neck. "You smell delicious...I haven't eaten since we left the states." He nipped her neck and Willow pushed him away,

"Not yet...I'm not ready." She was so close to freedom...

"Why delay it love?" Spike pulled her close and began undoing the buttons on her blouse. Willow felt a whimper escape her throat and she tried to pull away but his grip on her arms was tight. "No one knows where you are...everyone thinks you're dead. Surely you just want this to be over with?" He dropped her blouse to the ground and cupped her chin, his free hand moving behind her back to unhook her bra. "This is home," he whispered brushing his lips against hers. "Embrace it." He circled her nipples with the pads of his thumb smiling to himself as her breath hitched in her throat. He knelt and brought her nipple into his mouth, suckling gently.

"Spike," she gasped as her hands grasped his hair and her back arched. "Oh Spike," He'd not had sex with her since her first time and he forced himself to be gentle. He ripped his clothes off and tore her own jeans and shoes away. His bed hadn't been slept in for over two decades and the mattress was moulded and ruined, instead he laid her on his duster. His eyes met hers and for the briefest of moments he felt the first pulls of pity. Here was a girl all alone in a foreign country; her family believed her dead and her best friends would kill her should they find her. Her eyes shone in the candlelight, a mixture of desire and lust but over powered by sadness and fear. "Don't..." She whispered, "don't turn me..." Spike silenced her with a kiss, pinning her hands above her head he plunged into her barely able to hold his release.

Spike watched as a rat crept closer towards them, his right foot flicked out and kicked the rodent away. Angelus was in London. He'd obviously come for Willow...but why not take her there and then? Gently he moved his arm out from under Willow, she stirred but didn't wake and Spike draped his shirt over to keep her warm. The candles were beginning to die out, but her ball of light still burned steady and the pale golden light washed over her, Spike's eyes were instantly drawn to the pulsing at her throat and his face hardened into his primal mask. He had to hunt now. He'd not lied to her when he said he'd not eaten since the States, in fact the last person he'd taken blood from had been her. If he didn't eat soon then he would drain her die and kill her properly when the time came to turning her. He slipped his jeans on and his fitted t-shirt, his feet brushed against her jeans and he stared at them for a few moments. Sniffing curiously he bent down and picked them up, he could smell Angelus on her. He rummaged through the pockets and pulled out a crumpled piece of paper. On it was scrawled an address, he looked over at the sleeping girl and shoved it back into the pocket of her jeans. He had thought about waiting a few days before turning her into a vampire, but the more he thought about it one question bounced in his mind; why? Surely it was crueller to make her wait. She was human; she was not made to be living in an abandoned underground station. She was made for light. _Tomorrow,_ he thought to himself, _I will turn her tomorrow._ He gathered her clothes up and made his way towards the exit, he stowed her clothes away out of sight. Just in case she should wake up, he did not want to have to chase her around London.

"This is the only time I help you, _demon_." A small red haired spat at Angel's feet and glared at him in pure loathing as she closed the door behind him.

"I will never ask your help again," he replied coldly. "I do this for a friend."

"Vampires should be killed, with or without a soul." Alessandra sat at the table and glared at him. "Tell me about this girl. Tell me why I am risking my life for a stranger. An undead one at that."

"She is not undead. At least not yet." Angel took a seat opposite her and glanced around the small dingy kitchen. There were mouse droppings scattered around the floor, a moulding loaf of bread sat on one of the rotted kitchen counters and the smell of burning made his nostrils itch. "She is a close friend of the slayer, kidnapped by an enemy. She is a powerful witch. _That_ is why you are helping me. Should she become a vampire, her powers will know no boundaries – only her conscience will protect you. Protect us all." Alessandra drummed her fingers across the tabletop.

"Why not just kill her?"

"She does not want this life."

"Nobody _wants_ your life. You are turned by force; even you did not ask to become the monster you are. Just stake her and be done with it." Angel hardened his face and glared at the witch. "You won't kill me – you can't." Her voice wavered and her blue eyes darted about looking for a weapon.

"Having a soul doesn't stop me from killing," he reached over and took hold of her wrist in a vicelike grip. "You will do this for me. I will not ask for anything from you again and in return you will be paid." He gave a pointed look around the room, "or would you prefer to live in this hovel for the rest of your life?" He relaxed his face and sat back, "besides...there's always the chance she will arrive tomorrow." Deep down he didn't believe that, he felt a stab of guilt. He could have taken Willow from the airport; he could have taken her home. But Spike would have come back for her. He would have killed her friends while she watched before turning his fangs onto her.

Alessandra watched him in astonishment, rumours of this vampire had been passed down through her family. He had brutally murdered her ancestors shortly before he was cursed, the only reason she sat before him was one had managed to escape. How could this be the killer? "I'll help her," she said quietly. "But after tomorrow I want you gone. And the girl."


	12. Chapter 12

**Chapter Twelve**

Willow woke up shivering despite the thick duvet which had appeared overnight. She curled up tightly and tried to burrow for warmth, she heard the flickering of a fire but didn't dare rise. _You have to get up. You have to find Angel._ The crumpled piece of paper in her jeans pocket overtook her mind; as soon as Spike slept she would leave. She sat up but he was nowhere to be found, her jeans and shirt were folded neatly beside her head and she hurriedly dressed. She saw a scrap of wood and quickly lit it from the fire, perhaps it would be best to conserve her energy and avoid using her magic. She kept close to the walls of the tunnels, her hands brushing along as she tried to find her way. How long had she slept? What if she had slept through the day and missed her escape?

The tunnel seemed endless, all around her she could hear the deep rumblings as trains far above rattled along. The walls vibrated and every so often pieces of the wall would crumble and she would be doused in dust. _Keep going,_ she told herself, _don't turn back._ She jumped at a hand on her shoulder and dropped her torch, the flame flickered out and died but not before she found herself staring into Spike's eyes.

"I – I was looking for you." She whispered feebly as he grasped her upper arms. "I woke up and you were gone – the rats..."

"Ssh," his lips brushed against hers and she felt his fangs graze her tongue. "I had to hunt," he gently pulled her back towards his lair and Willow felt herself pull away. "What's wrong Willow?" She could hear from his voice that he had his human features in place; his voice had lost its growling thickness.

"Spike please I _hate_ it here," she sat beside the fire and hugged her knees to her chest. "It's dark...and there are rats. This isn't fit for human habitation." She flinched at Spike's predatory smile and inched away from him as he sat beside her.

"You won't be human for long love," Spike wrapped an arm around her shoulders and held her close. They sat in silence, staring into the dancing flames of the fire. Willow looked up and watched a rat's shadow flickering across the walls.

"What time is it?" She whispered, she _had_ to get away from him.

"Just after midday."

"Shouldn't you be asleep?" She asked lamely.

"No. I wanted to keep you company today." He brought her hand to his lips and kissed the back of her hand gently. His lips hovered above her skin and his face hardened.

"No..._no_!" Willow grabbed a handful of dirt and hurled it into his eyes, as she jumped up she grabbed a jagged piece of wood but this time not for fire. She sprinted into the depths of the tunnel, she summoned a small ball of light just big enough to show her when she was approaching a turn or dead end.

"_Willow_!" Spike's voice bounced and echoed all around her making it impossible to tell where he was. He knew the tunnels far better than she did, for all she knew he had slipped in front of her somewhere. His cruel laughter enveloped her in the darkness and she wildly turned on the spot swinging the stake and hoping she would strike lucky. "C'mon love, I won't bite...much."

She ran for what felt like hours, she tripped and stumbled through the tunnels twisting endlessly. She had no idea where she was, how close she was to the exit – to freedom, or if she had mistakenly run back towards his lair. She cried out as she tripped over a rat and fire shot through her right ankle, her fingers clasped tightly around the stake and she cried out as she felt it scrape across her side. _Angel,_ she felt tears spring to her eyes. _Please help me...please!_ Why had he not taken her with him at Heathrow? They could have gone back to the States together, to Sunnydale – or at the very least they could have fled from England. She tried to push herself back onto her feet and screamed as pain ripped through her ankle and up to the very top of her head. She heard heavy footsteps, slow and leisurely, knowing that running would be futile she called her ball of light back towards her and enlarged it. The tunnel was thrown into a blinding light and she forced herself to sit up as Spike approached. She held the stake ready, poised high should he come too close.

"Do you really think you can kill me?" He stopped a few feet in front of her, his face was human but his eyes glittered. "Your slayer friend couldn't kill me. What chance do you have?" Willow spat at him and forced herself to stand, she leant against the wall for support but still she kept the stake poised. "I'll give you one chance," he whispered stroking her face gently. He took a step backwards and shed his shirt and t-shirt. He stood in front of her bare chested, Willow looked at his rippling muscles, the strong biceps and licked her lips as she poised the stake. "Here," he took her hand which held the stake and placed it over his heart. "Go on love, one strong push. You can go home." He reached into the pocket of her jeans and she drew in a startled breath. He pulled out the crumpled up piece of paper and unfolded it. "Kill me Willow and you can go to Angelus, you can go home." When she looked up into his eyes she found the yellow eyes of a monster staring at her.

_Do it!_ A voice in her mind shouted, she had staked vampires before but that had been different. It had been a stranger, someone who was about to kill one of her friends. _This is Spike! He has tried to kill you all hundreds of times! He'll kill Buffy! He's going to kill YOU!_ But she couldn't do it, her hand trembled and her ankle screamed at her in agony. Tears blurred her eyes and she dropped the stake slumping to the ground. "I am not a killer. I promise you that...turn me. But I will never kill." She buried her face into her hands so that Spike wouldn't see the tears, but she knew could smell them.

"I saw you together." Spike said gently helping her to her feet and holding her arm over his shoulder so he could take her slender weight. "Did you really think I would get you this far and lose you to _him_?" Tears washed down Willow's cheeks but she put up no fight as Spike led her towards his lair. She noticed now that several duvets were piled together to make a comfortable bed, he scooped her up and carried her the last few feet towards the makeshift bed. He unbuttoned her blouse, Willow stared up at the ceiling blankly. She put up no resistance, he was going to kill her now and fighting would be futile. She hissed as something cold dripped onto her belly and she watched as he cleaned the wound she'd inflicted upon herself by accident. The stake had cut into the skin, not deep but enough to draw blood and leave splinters. "Your ankle will be healed by the time you wake. This will not even scar." He kissed the wound gently and suckled at it, her blood was still surprisingly sweet. She had lost her maidenhead, but Spike was surprised to see she had maintained her innocence. He sat her up and cradled her gently, he pressed his face into the crook of her neck and inhaled her sweet scent. A cross between vanilla and rose, soft and gentle. He could hear the blood pounding through her veins, her pulse beating in her neck. He kissed her where her jugular vein lay and trailed his lips up towards her chin and to her own warm lips. "You will not hate me when you wake. I promise." Her green eyes flashed at him but she remained silent, he kissed her once more, deeply yet softly and when he drew away his face was ready for the kill.

She didn't scream, he was impressed by that. A gasp escaped her lips as he buried his fangs into her jugular. His hands stroked her smooth back; he sucked on her neck as he drank greedily from her. Willow remained silent; her breathing grew desperate as she fought to hold on for life. _You're taking too much_, he scolded himself and forced his feeding to stop. He laid her down gently, her skin had taken on the colour of snow and her eyes were a vibrant green from the pain. Her chest rose and fell erratically and she drew in jagged breaths. Spike brought his wrist to his mouth and tore into the soft skin. Supporting Willow's head he pressed his wrist to her mouth, her eyes fluttered closed as she tried to fight the urge to drink. But the moist liquid against her lips proved too tempting and her tongue flicked out and darted across his wrist. After a few licks she brought her own hands to his wrist and pushed it closer so she could suck at the blood.

_This is wrong,_ a voice told her. _Fight it! Don't drink! If you die you'll be free!_ But another instinct was taking hold, a more primal one. _Drink_, it encouraged her. _Take his blood! Take his life!_ Spike pulled his wrist away and held her down to stop her from taking more, if she took too much she wouldn't die and as much as he enjoyed her blood it was too risky to let her live anymore. Angel would find them, and he refused to lose her. As her eyes drifted shut a tear slipped down her cheek, Spike pressed his lips and kissed the salty tear away. He smoothed her hair from her forehead and watched as she died. Her lips moved, his blood stained her mouth and he lowered his head so he could hear her dying breath.

"I...promise...never...kill..."

"You will," Spike assured her kissing her one final time. As her chest ceased rising he drew the duvet up to her chin and silently stared at the corpse of Willow Rosenburg.


	13. Chapter 13

**Chapter Thirteen**

_Death enveloped her in a thick black cloak; she saw no point in resisting it. _Death is warm, life is cold._ A gentle voice soothed her, she thought of her mother and when she had been sick with the flu as a small child. That was what death felt like. She was five years old again, tucked up in bed with her mother pressing a cool cloth to her fevered brow. Death wasn't scary. It was comforting. As Willow succumbed completely to the darkness she felt herself relax, Spike couldn't hurt her anymore. She was safe._

Spike remained by Willow's corpse, he had decided against burying her. What was the point? Funerals for newborn vampires were so they could live their new life in peace. The family wouldn't be looking for someone they had buried. And where would he bury her? In the middle of the woods? Unless he was about to dig a grave in Hyde Park he was going to struggle to find some sort of wooded area in London. He watched her transformation with fascination; he had never witnessed someone in the transition. He could barely remember his own. He remembered the ripping pain, the splitting of his soul from his body. He imagined that was what paper felt when you tore it up.

_The warm blanket began to tinkle, subtly at first as if someone had pressed something with small electrical to her. but the tinkling began to grow, soon she felt as if her skin was being ripped apart at the seams. Willow tried to open her mouth to scream but she had no control over her body. She had _no_ body! _Close your mind to the pain,_ a snide voice scorned her. _You're too weak. Close your mind and die. _If Willow could nod she would have, she tried to close her mind but the ripping sensation grew. _DIE!_ Where had the soothing voice gone? She didn't like this scornful voice. _If you die the pain stops you stupid bitch! So just DIE!

"Tonight, after tonight I will not come back I promise you."

"I told you three nights ago I wanted you gone!" Alessandra hissed at Angel.

"I cannot go until you do the spell." Angel's dark eyes flashed and he fought back the urge to snap Alessandra's scrawny neck like a stick. "He's turned her...she's either going through the transformation now or she's waking."

"You had best hope she's awake." Alessandra snapped pushing back her sleeves and lighting a candle. "I pity the poor cow more if she retains her soul during this." Angel bit his lip, perhaps she was right. He had searched for Spike to try and see if Willow was a vampire, human or in the transition of human to vampire. But he'd been unsuccessful. If she wasn't even dead yet then this would be a waste of time, Alessandra would only attempt the spell once. If she was a vampire then all he could do was hope she'd not killed yet, if she was in the transition...

_Please be a vampire,_ he found himself praying. Perhaps he should have realised a creature like him praying was futile, and would do Willow no favours.

DIE! DIE! DIE! _The scornful voice was incessant and Willow wished she could just die. _Wait._ Somewhere she found her own voice. _I am dead...he killed me...the blanket... _Was this what it felt like to become a vampire? The searing ripping pain, the fire spreading all over her body? She longed to scream but she had no physical being, she was trapped in a black void of pain._

Spike watched as Willow's body began to tremble, his face hardened in anticipation and knelt beside her stroking her face gently. He had covered her with a duvet, but her hands rested atop it folded across her chest. Her face was smooth and relaxed, but within a split second her features crinkled together and her lips pulled back to bare two small fangs where her incisors had once been. Her eyes snapped open and Spike felt himself harden at the sight of her amber and black eyes. Instantly though her face relaxed and Spike almost recoiled, something was wrong.

The pain ceased as soon as Willow's eyes opened, she stared up into Spike's amber eyes and gave a small cry. She pushed the duvet away from herself and frantically scrabbled at her neck feeling for the wound he'd inflicted on her. Her skin was smooth, there wasn't even a dip to indicate a scar, no change of texture. _But the blood..._ The thought of the blood brought memories of his own blood filling her mouth, her stomach growled and she felt her face harden. She needed to eat. She needed _blood._

"No. No. NO!" She screamed feeling her face with her hands, her normally smooth skin was ridged and taut, she felt the fangs which took up a lot more space than her incisors. She could see perfectly in the tunnel, only a fire lit the dark lair but she could see as perfectly as she could in the sunlight. She looked at Spike and saw he had the same horrified expression as her.

Angel sat beside Alessandra's cold corpse, her eyes stared up at him accusingly and he rubbed his face wearily. He had thought she would be strong enough for the spell, after all Willow had and she was just a teenager! Little more than a child. Alessandra had been in her late twenties, had practice witchcraft since she was old enough to hold her own spoon. Willow had only began practicing after she befriended Buffy...how was it she had been able to cast the spell to give him his soul and live to tell the tale?

"I'm sorry," he told Alessandra brushing his fingers over her eyes and closing them gently. Standing up he scoured the small flat for a phone, when he succeeded he called the police and left. He would find Willow, and then he would track down Alessandra's family and repay them his debt to her.


	14. Chapter 14

**Chapter Fourteen**

Spike watched in disgust as Willow buried her fangs into a rat and sucked the squealing creature dry. She hurled the emptied corpse down the tunnel and slumped against the wall. _She has a soul._ With a furious yell he began punching the wall, when he turned to face Willow his eyes were blazing but she didn't flinch.

"What did he say to you?" He hissed gripping her shoulders and shaking her roughly.

"Who?" Gone was the timid teenager, she had been replaced by a confident and alluring young woman. _With a SOUL!_ A voice in his mind screamed. This wasn't how it was supposed to happen, she was supposed to be an evil blood thirsty killer! They were supposed to rampage through the streets of Sunnydale together slaughtering her friends and family.

"Do not be coy," Spike hissed pulling her hair and stretching her head back. "I will bring you back to Sunnydale and make you watch as I slaughter everyone you hold dear. What. Did. He. _Say_?" Willow pushed him away angrily and stepped back.

"He gave me an address and told me to get there during the day." Tears blurred her eyes and she blinked them away rapidly. "Don't worry...he said if I wasn't there that day..." What would she do now? The thought of wandering the earth for eternity frightened her, more than she cared to admit. She sat in the pile of duvets and leant her back against the curved tunnel wall. Spike watched her for a few minutes, fighting down a flurry of fury, annoyance and a tinge of sympathy. He sat beside Willow and wrapped an arm around her shoulder. He was furious with Angelus, what right did he have to curse the girl? She was innocent! _She'll bloody well remain so!_ The thought irked him; he had hoped Willow would prove just as cruel and exciting as Drusilla, that she would be a true distraction from his heartbreak. Not bloody likely now. The two sat in silence, Willow stared stonily ahead whilst Spike gently rubbed her shoulder. What a predicament. If he abandoned her now he would just appear shallow. Besides he found he didn't really want to abandon her, he was quite fond of her. _Angelus lost his soul...one moment of true happiness._ He bit back a smile and stood up pulling Willow with him. "Where are we going?" She asked as he pulled her along the dark tunnel. All her senses had heightened and she flinched as a train rumbled overhead, whereas before it had been a deep rumble like thunder it now sounded as if the train was only two feet above them.

"I want to show you my old home," Willow followed him silently and took a breath of the cool night air as they stepped onto the dark streets.

"Why am I still breathing?" She asked Spike noticing for the first time that she was still doing so.

"It's a hard habit to break," he shrugged, "you do it automatically but you can stop. Its better to get out of the habit, it helps you...adjust."

"Maybe I don't want to adjust." Willow snatched her hand away and folded her arms over her chest stubbornly, Spike fought back the urge to hit her. She was upset, understandably so. He'd be pretty pissed off if he got his soul back when he was meant to be a superior being.

"Willow you _knew_ I was going to do this," Spike wrapped an arm around her waist and held her tightly against him so she couldn't run. "The fact you are now a vampire should hardly come as a shock."

"I didn't –"

"Think it would happen? That I would change my mind? That the slayer would save you?" Spike spun her about so her back rested against the brick wall of a pub, he rested his hands either side of her and pinned her close with his body. "Then you are a fool. You think I would bring you this far to lose you?" He stroked her cheek gently, "you will grow accustomed to this life and one day I promise you, you will stop hating me." Willow stared stonily at him for a few moments before sighing and pushing him away. Her strength surprised him, she was only a newborn and she had consumed only rats, yet she was already as strong as he was.

"I don't hate you," she sighed as they slipped into Hyde Park. "I hate myself."

"I swear if you're going to be as miserable as Angelus I will stake you now. You shouldn't hate yourself or feel guilty."

"I don't feel guilty...I hate what you've made me. I've spent the past few years helping Buffy kill your kind...and now..." what would happen if she ever crossed Buffy's path? Tears sprang to her eyes but she blinked them away rapidly. Spike squeezed her hand lightly, he didn't intend on telling her that by sunset the next day she'd be cured. She'd most likely resist him that way. He could hear rustling in the bushes and he stopped in his tracks sniffing, Willow looked at him uneasily. She could hear the excited heartbeats of two humans in the bushes, she could smell them and she felt her face harden. She turned and fled from the park, she kept her head down to hide her face too ashamed that she might bump into someone.

"Willow!" Spike grabbed her arm gently and pulled her back, "it's okay love," he tried to soothe her. "You'll learn to control all this." She fell against him sobbing and Spike rubbed her back gently and kissed her head. Had he been this irritating when he had been sired?_ No...all I wanted to do was kill._ Half his mind was on Willow but the other half couldn't help but wander to where he heard the heartbeats, he could hear them beating faster and he could smell the passion from the two. _Oh bloody hell!_ He thought angrily, he was absolutely starving but he knew he wouldn't be able to hunt with Willow by his side. "There's a blood bank nearby –"

"No." She shook her head and pushed away, "I don't want human blood."

"You _need_ human blood." Spike snapped.

"_No_." Willow stamped her foot vehemently and Spike couldn't help but smiling. "You go...I...I'm going for a walk."

"Go back home, please?" Spike cupped her chin gently, "you shouldn't be out alone...not at first." Willow nodded and he knew he could trust her, where else would she go? As she turned to leave Spike sat on the grass and watched her fade into the darkness. When he was sure she was gone he turned to the rustling bushes and leapt to his feet, he was hardly going to drink blood from a bag. He wanted it fresh. He grabbed one of the humans by their throat and sank his fangs deep into the neck, only when he was sure the body was completely dry did he let it crumple to the floor. The corpse had once been a young man, by the looks of him in his first year of university. A girl screamed startling him from his thoughts. "You didn't run?" He asked sarcastically, "fool." Before the girl could draw breath he had her in his grip, draining her just as dry. He licked the blood from his lips and sat against the tree, looking down at the two bodies crumpled beside him. A half empty whisky bottle was sat beside the tree and he took a swig from it. "Tut, tut," he told the two corpses. "Things never turn out as we plan them do they?" He asked them, "Drusilla...I thought I'd be with her for eternity but she left me see. So I found me a new bird...not as beautiful but pretty enough, smart...maybe a bit too smart. Answers back see, I'm old fashioned, a woman should obey. But she knew all about me, about my history see...and she was _there_..."

Spike stumbled his way back to the abandoned station, he hadn't meant to get drunk. He doubted he'd be able to put Willow in the mood now. But when he found her sitting in the lair, cross legged in front of a fire she had started with her magic, he found her drinking heavily from a bottle of vodka. He felt a pang at the sight of her and pushed the feeling of guilt deep down. This was his nature. _Their_ nature. He had nothing to feel guilty for, it was Angelus who should guilty! Clumsily Spike sat beside her and stared into the fire, wordlessly she passed him the bottle of vodka and he took a deep drink from it. He was full on blood, whisky and vodka. The mixture of whisky and vodka did not go well together and he pulled a face as he passed the bottle back to her. Instead he lit a cigarette and took a long drag.

"I didn't think you were meant to s – smoke on the underground," her words were slurred and clumsy as she spoke.

"Fuck it love," he told her, "we're vampires. We do as we please."

"We're vampires." She nodded solemnly and a mask of deep thought passed over her face. "We are vampires. We kill the slayer or be slayed..." She shook her head and laughed, quietly at first but steadily it grew louder and more hysterical. "Kill the slayer or be slayed. My best friend. The slayer. Do I kill her? Or will she kill me?" _Oh Christ_, Spike thought stubbing his cigarette out and reaching to take the bottle from her. Angrily Willow pushed him away and gulped the rest of the clear liquid down. She threw the empty bottle against the wall sending shards of glass shattering to the cold hard floor. "I should hate you," she whispered angrily. "I should hate you and want you _dead_." Spike held his tongue from pointing out that he was dead. "But I don't...what's wrong with me?" She turned helpless eyes onto her and Spike stroked her hair gently. _It's a shame she has a soul...looking at people with those eyes, with this lost sad look in them...she'd find hunting so easy._ He would fix that problem though. After tonight he was sure she would be soulless, she would be happy.

"Nothing is wrong with you love. You can't hate your sire," she didn't need to know that you could. They shared a bond, but it wouldn't stop her hating him. He leant close and pressed his lips to hers but Willow pulled her head away sharply.

"_Don't_," she whispered shaking her head. "I know –"

"What I'm doing?" Willow nodded and Spike gripped her chin tightly, "don't you think it'll be better this way? You won't feel this guilt anymore," he was trying to take advantage of her drunken state. If she'd been sober he wouldn't have stood a chance. If he messed up now...

Slowly he pulled her close and pressed his lips to hers, lightly at first, almost lingeringly. When she responded by slipping her hand down the waistband of his jeans he knew he'd won her over. He felt her face harden beneath his hands and he gently smoothed his hands along the creases of her forehead. For a few seconds he stared at her mesmerised, he wasn't foolish to believe Willow loved him nor that he loved her. But he was beginning to feel something for her. He moved his hands to her waist and picked her up effortlessly, her legs wrapped around her waist as she withdrew her hand from under his jeans and began working his shirt off. Spike moved to the wall so her back was supported and he could return the favour.

"_We_ kill the slayer," he whispered as he plunged into her and felt her shudder against him in climax. "I won't let anyone kill you." He kissed her hair and sank to the floor holding her tightly.


	15. Chapter 15

**Chapter Fifteen**

Willow woke with a splitting headache and she buried her face into her arms. Overhead the trains continued their thunderous rumbles but it sounded as if it came from all sides and she begged it to stop. She looked over at Spike and saw he was sleeping soundly, one arm thrown across his eyes, the second wrapped around her waist but loose in sleep. Carefully she sat up and looked around for her clothes. She didn't feel any different, apart from the splitting headache. She found she was hungry for blood but she was still overwhelmed by the sense of horror at having to feed from humans. _I still have my soul..._ The thought came as both a shock and relief to her. Yet with the relief came a wave of guilt, she had easily given in to Spike last night. She knew he had slept with her to make her lose her soul, why had she been so foolish as to let him do that? But why hadn't it worked? _Maybe it takes a while...Angel didn't lose it straight away...did he?_ Angel...she had to find him. If she was about to lose her soul then she needed someone to help her. Stake her. Angel would do that. Even if she begged him not too she knew he would have to do it. Hurriedly she dressed. Tears stinging her eyes. Was she really this eager to walk to her death?

She stayed above ground, she could see huge crowds of people clustering around the entrances to the underground and she longed to go beneath and hunt but she forced the thought to the back of her mind. _I'm so hungry_, she thought feeling a knife grip her belly. She had only eaten rats the previous night and not enough to sustain her. Could vampires starve to death? A girl in stilettos stumbled against the curb and fell to her knees, Willow paused to help the girl but the smell of blood filled her nostrils and she hurried along the pavement. She was dressed in a tight pair of black jeans and a black fitted vest, the heel of her boots clipped against the pavement but she found she walked in them a lot easier than she had when she was human. _When I was human._ The thought twisted her heart and she blinked back tears. _Angel...just find Angel._ But how? London was a big place and she had no idea where he was. She had no idea if he was at the address he'd given her, and even if he was she didn't have a clue where she'd left the slip of paper.

"Willow!" She turned around at the sound of her name, for a brief moment she was afraid it was Spike but she pushed it away quickly. Why should she be afraid? She'd done nothing wrong. She wasn't his prisoner anymore, he'd killed her. He'd taken what he'd wanted from her and she was sure soon enough he would turf her out and leave her to fend for herself.

"Angel!" The older vampire grabbed her arm and gently guided her down an empty alley so they could talk privately. For a few moments they stared at each other, Willow was overcome with the urge to either hug him or slap him. She settled for the latter, mustering as much strength as she could. "You _bastard_!" She hissed at him continuing to hit his arms, chest and even managing a few blows to his face before he restrained her. "_Why_ didn't you help me that night? Why didn't you take me then?" Her face had hardened into its predatory mask and she buried her face into her hands to hide it. She couldn't bare for Angel to see what she was now.

"I couldn't Willow, I wanted too...but it was too dangerous. Spike would have hunted you down, he would have brought you back to Sunnydale and slaughtered your friends in front of you. I won't have Buffy put in more danger than she already has to face. I'm sorry but I had to protect her." Willow slumped against an pile of cardboard boxes and nodded heavily. Angel pulled her hands away from her face and tilted her head up lightly so he could take in her new appearance. "You have a soul?"

"At the moment but..." She blinked back a fresh wave of tears. "I slept with Spike last night, when we realised what you'd done...I got drunk and I just wanted the pain to go away."

"Only a moment of true happiness can break the curse." Angel sat beside her and squeezed her arm gently.

"But when you and Buffy..."

"Buffy and I...she...she is my soul mate." Angel's voice was wracked with pain and guilt and Willow looked at him sadly. "To share that moment with Buffy, the most intimate moment a couple can share...the most powerful of bonds...I should have known it would break the curse." _How must that feel?_ Willow couldn't help but wonder. To have your soul mate...but to keep back a piece of yourself. Spike certainly wasn't her soul mate, but the passion between their coupling was ecstatic and the pleasure...Willow felt her cheeks warm up as she thought about how he made her feel. What would it be like to have a soul mate but to never experience that most precious of moments? "Sex doesn't necessarily mean you will lose your soul...one true moment of happiness, do you know what would make you truly happy?"

"Going home...seeing my friends and family...Buffy..." She looked at Angel and her face relaxed to its human features. "I can never go back can I?" She asked tears slipping down her cheeks. She wiped them away quickly but they were replaced with fresh ones.

"No." Angel pulled her close and awkwardly wrapped her arms around her. "I'm sorry Willow...I didn't know what else to do."

"You didn't have to do anything...thank you...at least now I won't have to worry about Buffy killing me...or..." She trailed off and let the sentence hang in midair. "When are you going back?"

"Soon. I wanted to find you first. To make sure the spell worked. I will find you, don't worry Willow you won't be alone."

"No. She won't." Both Angel and Willow looked up simultaneously to see Spike standing in the mouth of the alley, a thunderous look on his face. "She has me." Angel stiffened beside him and Willow rested her hand against his to try and stop him from attacking Spike.

"You'll get rid of me soon," she pointed out, "I still have my soul." Spike launched himself at Angel but Willow pushed him to the side and took the blow instead. "Stop it!" She cried pulling Spike back as he turned from her to launch at Angel once more, "both of you please just _stop_!"

"She's living off _rats_ because of you!" Spike seethed pulling himself free from Willow, he took her hand and gripped it tightly. Angel looked at her and she hurriedly looked down at the floor.

"Take her to a blood bank." He told Spike coldly.

"No!" Willow pulled her hand away from Spike and looked between the two horrified, "I _can't_ drink human blood! Buffy –"

"Will not begrudge you. If it's from a bag she'll accept it more easily than she would you taking it from a person – willing or not. Don't live off rodents Willow...please trust me on this." Ignoring the seething Spike, Angel walked towards her and hugged her gently. "I promise you she won't hate you," he whispered, "and I will bring you news when I can. I promise I will look out for you." He kissed her forehead and turned to glare at Spike. "I should kill you for this," he seethed, "Buffy expects me too. She'll hate me for missing this opportunity."

"I'd like to see you try, _mate_." Spike puffed up his chest, within the blink of an eye Angel punched him squarely in the face, as Spike howled in pain he kicked him in the stomach and pulled a wooden stake from beneath his jacket. He placed it over Spike's heart and glared at him.

"If it wasn't for Willow I _would_ kill you," Angel promised him in a low and dangerous voice. "But she needs you now. But if you ever harm her again, if you cause her to lose her soul I will kill you. If you do anything to upset her, I will kill you. And if you _ever_ step near Sunnydale again, I promise you – I will kill you." The two male vampires stared at each other, their eyes full of loathing. As Angel dropped the stake he took one look at Willow, nodded goodbye to her and melted into the shadows. Willow knelt beside Spike but stayed out of reach; nervously she looked at him but couldn't bring herself to say anything.

"I'm not your soul mate." His voice sounded hurt and Willow glared at him.

"Well I'm not yours. You don't love me Spike; none of this has been about love. You kidnapped me so I would help you win back Drusilla, then you wanted to use me to make her jealous...then as a distraction! You _killed_ me just so you wouldn't be alone whilst Drusilla went off with someone else. As soon as she comes back...you'll..." She shook her head and wished she could pick the stake up. Stake Spike and then herself. But she was too frightened. Would she go to hell? She'd not done anything but being a vampire itself was an abomination. Spike listened to her words and nodded slowly. "Are you going to get rid of me?" She tried to keep the hurt and frightened tone from her voice but it slipped in and she looked away furious with herself. She wanted to be appear nonchalant. As if she couldn't care either way.

"Of course not love," Spike sat up rubbed his face wearily. "I would of course prefer it if you were normal...the hell raising we could get up to! But if this is how you are...well...I mean if you were to accidentally discover true happiness." Willow glared at him but bit back a smile. He could try all he wanted to discover what would make her truly happy. Willow knew as long as she didn't see Buffy, or any of her friends again, then she wouldn't turn into the monster she had spent the last few years fighting against. The thought twisted her heart and she wanted to cry, how could she go without seeing them again? Without saying goodbye? But she knew she would have too. In a hundred years they would be dead...but Willow would still be around.

_Angel will be there too,_ the thought cheered her a little. Spike may go back to Drusilla. But at least she would have Angel to help her through an eternity alone.

"Love?" Spike pressed his lips to her and pulled her to her feet. "C'mon...you heard _Angelus_," Spike spat his name. "You need human blood." Willow looked at him nervously, she wanted to refuse but saw it would be futile. If it came from a bag than she was harming no one. And there may come the time when she needed to be able to match Spike. Strength for strength.


End file.
